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HomeMy WebLinkAbout2010-01-13 e-packetvTH SArV~, ,gyp , ,,;,, o`` r ~~q2 a" ,.~y._ cri~ E-. U O ~~ ~'~LIfiORt"l~' AGENDA REDEVELOPMENT AGENCY CITY OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIPAL SERVICES BUILDING COMMUNITY ROOM WEDNESDAY, JANUARY 13, 2010 6:30 P.M. PEOPLE OF SOUTH SAN FRANCISCO You are invited to offer your suggestions. In order that you may know our method of conducting Agency business, we proceed as follows: The regular meeting of the Redevelopment Agency is held on the second Wednesday of each month at 6:30 p.m. in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Public Comment: For those wishing to address the Board on any Agenda or non-Agendized item, please complete a Speaker Card located at the entrance to the Community Room and submit it to the Clerk. Please be sure to indicate the Agenda Item # you wish to address or the topic of your public comment. California law prevents Redevelopment Agency from taking action on any item not on the Agenda (except in emergency circumstances). Your question or problem may be referred to staff for investigation and/or action where appropriate or the matter may be placed on a future Agenda for more comprehensive action or a report. When your name is called, please come to the podium, state your name and address for the Minutes. COMMENTS ARE LIMITED TO THREE (3) MINUTES PER SPEAKER. Thank you for your cooperation. The Clerk will read successively the items of business appearing on the Agenda. As she completes reading an item, it will be ready for Board action. MARK N. ADDIEGO Chair KEVIN MULLIN Vice Chair RICHARD A. GARBARINO Boardmember RICHARD BATTAGLIA Investment Officer BARRY M. NAGEL Executive Director PEDRO GONZALEZ Boardmember KARYL MATSUMOTO Boardmember KRISTA MARTINELLI-CARSON Clerk STEVEN T. MATTAS Counsel PLEASE SILENCE CELL PHONES AND PAGERS HEARING ASSISTANCE EQUIPMENT IS AVAILABLE FOR USE BY THE HEARING-IMPAIRED AT REDEVELOPMENT AGENCY MEETINGS In accordance with California Government Code Section 54957.5, any writing or document that is a public record, relates to an open session agenda item, and is distributed less than 72 hours prior to a regular meeting will be made available for public inspection in the City Clerk's Off ce located at City Hall. If, however, the document or writing is not distributed until the regular meeting to which it relates, then the document or writing will be made available to the public at the location of the meeting, as listed on this agenda. The address of City Hall is 400 Grand Avenue, South San Francisco, California 94080. CALL TO ORDER ROLL CALL AGENDA REVIEW PUBLIC COMMENTS CONSENT CALENDAR Motion to approve the minutes of December 9, 2009. 2. Motion to confirm the expense claims of January 13, 2010. 3. Resolution approving an Agreement with Brookwood Group to manage the design and project entitlement process for 418 Linden Avenue in an amount not to exceed $361,159. 4. Resolution authorizing the Executive Director to execute a Contract Services Agreement with Dyett & Bhatia to prepare the El Camino Real/Chestnut Avenue Area Plan Project. ADMINISTRATIVE BUSINESS 5. Resolution approving a loan for the expansion of Buon Gusto Ristorante in an amount not to exceed $650,000 ar_d authorizing the Executive Director to execute the loan documents. CLOSED SESSION: 6. Pursuant to Government Code section 54956.8 Real property negotiations related to 356 Grand Avenue. Company Negotiator: David Tsui Agency Negotiator: Marty Van Duyn. 7. Pursuant to Government Code section 54956.8 Real property negotiations related to 309 Airport Boulevard. Company Negotiator: Michael Lu Agency Negotiator: Marty Van Duyn. ADJOURNMENT REGULAR REDEVELOPMENT AGENCY MEETING JANUARY 13, 2010 AGENDA PAGE 2 RDA AGENDA ITEM # 1 Ov~l~l SANS 5 ", _, ^ ~ 04 ~~ =y; 9y '- ' ~- - F-• ~ -- ~ U C ~~ ~'gt~FO~r`P MINUTES REDEVELOPMENT AGENCY CITY OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIPAL SERVICES BUILDING COMMUNITY ROOM WEDNESDAY, DECEMBER 9, 2009 CALLED TO OR_1~ER: ROLL CALL: AGENDA REVIEW 6:32 p.m. Present: Boardmembers Garbarino, Gonzalez and Matsumoto, Vice Chairman Mullin and Chairman Addiego. Absent: None. Executive Director Nagel recommended that the Agency hear Closed Session before consideration of Item No. 3: "Resolution authorizing execution of a Purchase and Sale Agreement and authorizing expenditure of Tax Increment Funds in the amount of 1.1 million for the acduisition of property located at 938 Linden Avenue." The Agency agreed and moved this item to be heard after Closed Session. The Item is reflected as Item No. 6 herein. The Chair advised he would remove himself from Closed Session due to his employment with the Archdiocese and its affiliation with Saint Vincent DePaul. PUBLIC COMMENTS None. CONSENT CALENDAR 1. Motion to approve the minutes of August 26, 2009 & November 18, 2009. 2. Motion to confirm the expense claims of December 9, 2009 in the amount of $287,787.08. Motion- Boardinember Garbarino/Second- Boardmernber Gonzalez: to approve Consent Calendar Item No.l . Unanimously approved by voice vote. Item No 2: In response to a question regarding an expense for holiday decorations in the Downtown District, Counsel Mattas explained the decorations were intended to attract business to the Area. Motion-Boardmember Garbarino/Second-Boardmember Gonzalez: to approve Consent Calendar Item No. 2. Unanimously approved by voice vote. ADMINISTRATIVE BUSINESS 3. Resolution No. 25-2009 authorizing the expenditure of Tax Increment fiends for the acquisition of land located at 296 South Airport Boulevard required in connection with the Caltrain Station Improvement Project and adopting findings required by Health and Safety Code section 33445. Economic and Community Development Manager Fragoso explained the proposed resolution would resolve a very longstanding acquisition process for a parcel located at the corner of Grand Avenue and Airport Boulevard. Agency approval would clear the way for Caltrans seek certain approvals related to the Caltrain Station Improvement Project. In response to a question from Boardmember Gonzalez, Manager Fragoso displayed a map indicating the property and relevant portions at issue. Director of Economic and Community Developrr~ent Van Duyn filrther clarified that only the f c title portion of the deal was then before the Agency_ Boardmember Matsumoto requested clarification of the caveat related to clean up costs. Director Van Duyn responded that if the clean up cost eras less than $ 537,000.00, the Agency would pay an additional sum. Chairman Addiego questioned when clean up could be anticipated. Director Van Duyn advised clean up would begin after close of escrow, which wasn't anticipated until Spring 2010. Motion-Boardmember Matsumoto/Second-Boardmember Garbarino: to approve Resolution No. 25-2009. Unanimously approved by voice vote. CLOSED SESSION: Chairman Addiego excused himself from Closed Session and rejoined the Agency when Open Session began. Closed Session began: 6:50 p.m. Open Session resumed: 7:00 p.m. 4. Pursuant to Government Code section 54956.8 Real property negotiations related to 938 Linden Avenue. Company negotiator: 15SSF DEV, LLC. REGULAR REDEVELOPMENT AGENCY MEETING DECEMBER 9, 2009 MINUTES PAGE 2 Agency Negotiator: Marty Van Duyn. Report out of Closed Session by Vice Chairman IVlullin: Direction give, no action taken. 5. Pursuant to Government Code section 54956.8 Real property negotiations related to 344 Grand Avenue. Company negotiator: St. Vincent de Paul. Agency Negotiator: Marty Van Duyn. Report out of Closed Session by Vice Chairman Muilin: Direction give, no action taken. ADI/iINISTRATIVE BUSINESS 6. Resolution No. 24-009 authorizing execution of a Purchase and Sale Agreement and authorizing expenditure of Tax Increment F~lnds in the amount of 1.1 million for the acquisition of property located at 938 Linden Avenue. Director Van Duyn presented the Resolution authorizing purchase of the property located at 938 Linden Avenue for an amount not to exceed 1.1 million. Motion- Boardmember Gonzalez /Second- Boardlilei~zber ~-latsumcto: to approve Resolution No. 24-2009. Unanimously approved by voice vote. A C~JOURNMENT Being no further business, Chairman Addiego adjourned the meeting at 7:C2 p.m. Submitted by: Kris~A4a: City of So ;1°li-Larson, Clerk San Francisco Approved: Mark N. Addiego, Chairman City of South San Francisco REGULAR REDEVELOPMENT AGENCY MEETING DECEMBER 9, 2009 MINUTES PAGE 3 ~O~~x I rs~~~ O ~ ~ J O c'~LIFOR~l~ I certify that the demands set forth on this payment. register are accurate and funds are available for payment.* ~(j~ ) ~ ` DATED: ~`~~F ~V -' •,`• ~ 'r ~ FINANC DIRECTO *Note: Items below do not include payroll related payments Checks• Date 12/09/09 12/16/09 12/23/09 12/30/09 Electronic Payments: Date 12/22/09 Amount 199,999.43 196,061.04 1,477,465.70 30,091.50 RDA AGENDA ITEM # 2 Amount To Description 50,000.00 Union Bank First Time Home Buyer Program Total Payments $ 1,953,617.67 This is to certify that the ,above bills were confirmed at the regular meeting of the Redevelopment Agency of South San Francisco held January 13, 2010. 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W Fa t o 0 ~ z ~, o w ~ ~ o I H c vi fx ~ ~ m o ~ t o o m ~ ~ H M w a O F H x U E U 3 0 'r w FC .7 z F H H ~ F W U W I [-~ H ~ t ~ ~ w t z I z ~ a rx a w o I w rz q t E-t z m w w I w ~ ~ o ~ t Cz7 I o 0 ~' I M ri I LI1 ~ ~ 1 ~ c* r-~ H I 1 0 t o I ~ ~ I ~ W o I O ~ Q I c-I rl U i I t U I ~ r ~.~' I LS1 L'1 ;g r~ z z H H F F ~ ~ a a w :~ w I a w I o 0 z I a m I o 0 ~> ~ .a ~ I ~ w o a ~ ~ ri L t W C O t Q G N ~ I w w H a . a ~ 0 in m 0 0 M a H O H a 0 Q z w 0 ~n H m 0 0 r~ ~7 H O H a_ ~a x Q a 0 U W P.' N RDA AGENDA ITEM # 3 ~o ,,,.,,, ~ p g eJ' ~zx S~ ~ Redevelo meat A en 0 n ... Sta Re ort c9 ~~. p LIFOR~ DATE TO FROM: January 13, 2010 Redevelopment Agency Board Marty Van Duyn, Assistant Executive Director SUBJECT: RESOLUTION APPROVING AN AGREEMENT WITH BROOKWOOD GROUP TO MANAGE THE DESIGN AND PROJECT ENTITLEMENT PROCESS FOR 418 LINDEN AVENUE IN AN AMOUNT NOT TO EXCEED $361,] 59. RECOMMENDATION It is recommended that the Redevelopment Agency Board adopt the attached Resolution authorizing the Executive Director to execute an Agreement with Brookwood Group to manage the design and project entitlement process for 418 Linden Avenue in an amount not to exceed $361,159. BACKGROUND/DISCUSSION On July 14, 2008, the City Council amended the Affordable Housing Agreement (Amended AHA) with Myers Peninsula Venture (Myers) that required Myers to construct 32 affordable housing units as a condition of the Final Terrabay Specific Plan. In lieu of developing the 32 housing units, the Amended AHA required Myers to convey to the City, at no cost, the property located at 418 Linden Avenue. Myers was also required to provide all reports, plans, architectural drawings and other documents related to the development it had considered on the site. The City accepted the property (valued at $1,900,000) because it presented the City with an opportunity to directly control the development of a key Downtown site. The City recently contacted Myers' former architect Kirk Peterson Associates (KPA) to develop additional conceptual plans for the site. The City contacted KPA because it had previously developed an attractive design for Myers and would immediately be able to provide new drawings for the City. Shortly thereafter, a member of the Myers development team now working for Brookwood Group (Brookwood) contacted the City about the possibility of reviving the project. Given Brookwood's and KPA's familiarity with the project, staff requested they submit a proposal for developing the site. Staff Report Subject: Agreement with Brookwood Group for 418 Linden Avenue Page 2 Brookwood Development Proposal The proposed project on 418 Linden Avenue is similar in nature to what Myers had considered for the site. It consists of a four-story mixed-use building with 27 to 30 market-rate housing units, retail facing Linden Avenue and underground parking. The exterior design represents a style that fits the Downtown's historical character and that a recent focus group on downtown housing found attractive. Brookwood initially submitted a complex proposal offering the City a multitude of options on the development processes and contract scope. In summary, Brookwood's initial proposal listed three distinct phases (design and entitlement, bridging documents and development) and gave the City the option to develop the project itself, partner with a developer or to sell the entitled project. On December 7, 2009, the City Council Housing Sub-Committee reviewed the conceptual project and Brookwood's proposal. The Housing Sub-Committee agreed to forward a recommendation to the Redevelopment Agency Board to enter into a contract with Brookwood to manage the design and entitlement process (first phase) for amixed-use project at 418 Linden Avenue. By entering into a contract for. the first phase only, the City keeps its options open on how to proceed with the development phases once the project is entitled. Under the proposed contract, Brookwood will manage the architect, engineers, environmental consultants and other consultants involved in the design of the project. It will also develop project budgets and proformas, manage the project through the approval and regulatory process and provide the City with all of the documentation needed to process a General Plan amendment. Brookwood's role will be similar to what BRIDGE Housing or Mid-Peninsula provided during the design and entitlement phase of an affordable housing project. Brookwood will complete phase one in approximately eight months. The benefit of entering into a contract with Brookwood is that Brookwood provides the City with the necessary development expertise and the unique opportunity to control the development of a key Downtown site. By not following the traditional development model, in which the city issues a request for proposals from developers, the City eliminates the risk of having a poorly designed or poorly executed development constructed on the site. FT iNi~TNC,T Funding for this project is available in the current Agency budget. The cost for project management and architectural work during the design and entitlement phase is $361,159. It will also be necessary to work with engineering and environmental consultants during the entitlement phase and it is anticipated this will add between $200,000 and $225,000 to the project's entitlement costs. In addition, the contract amount does not include the cost for the General Plan amendment consultants that City staff will manage directly. Staff Report Subject: Agreement with Brookwood Group for 418 Linden Avenue Page 3 CONCLUSION It is recommended that the Redevelopment Agency Board adopt the attached Resolution authorizing the Executive Director to execute an Agreement with Brookwood Group to manage the design and project entitlement process for 418 Linden Avenue in an amount not to exceed $361,159. By: arty Van Duyn Assistant Executive Director Approved: "' ~' ~ ~ Barry M. Nagel Executive Director Attachment: Resolution Consulting Services Agreement RESOLUTION NO. REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING AN AGREEMENT WITH BROOKWOOD GROUP TO MANAGE THE DESIGN AND PROJECT ENTITLEMENT PROCESS FOR 418 LINDEN AVENUE IN AN AMOUNT NOT TO EXCEED$361,159. WHEREAS, pursuant to an Affordable Housing Agreement with the City Council, Myers Peninsula Venture (Myers) is required to convey to the City real property located at 418 Linden Ave., South San Francisco ("Property"); and WHEREAS, the Redevelopment Agency seeks a consultant to manage the design and project entitlement process for the Property; and WHEREAS, staff recommends awarding an agreement to perform said services to the Brookwood Group ("Brookwood") in an amount not to exceed $361,159, based on Brookwood's demonstrated competence, experience with the site, and development expertise necessary to conduct the required services. NOW, THEREFORE, BE IT RESOLVED, by the Redevelopment Agency of the City of South San Francisco that the Agency hereby awards an agreement for management of the design and project entitlement process for 418 Linden Avenue to the Brookwood Group in an amount not to exceed $361,159, conditioned on Brookwood's timely execution of the project contract and submission of all required documents, including but not limited to executed bonds, certificates of insurance, and endorsements, in accordance with the project documents. BE IT FURTHER RESOLVED that the Executive Director is hereby authorized to execute agreements on behalf of the Redevelopment Agency of the City of South San Francisco upon timely submission of the signed contract and all other required documents, subject to approval by Agency Counsel. -1- ~k ~ * * ~ I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Redevelopment Agency of the City of South San Francisco at a meeting held on the day of 2010 by the following vote: __ AYES: NOES: ABSTAIN: ABSENT: 1286480.1 ATTEST: City Clerk _^2 _ CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT (this "Agreement") is made by and between the Redevelopment Agency of the City of South San Francisco, a public agency ("Agency") and Brookwood Program Management, LLC, a California corporation ("Consultant") effective as of January 13, 2010 ("Effective Date"). Agency and Consultant are collectively referred to herein as the "Parties". Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall-provide-to Agency #he-services described--in-the-Scope of Work attached hereto as Exhibit A (the "Scope of Work"), at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end according to the schedule specified in Exhibit A. Consultant shall complete the Scope of Work as specified in Exhibit A according to said schedule, unless this Agreement is extended or terminated pursuant to Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a manner that conforms with the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that Agency, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall reassign such person or persons immediately upon receiving notice from Agency. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.2 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. Agency hereby agrees to pay Consultant an aggregate sum not to exceed Three Hundred Sixty-One One Hundred Fifty-Nine Dollars ($361,159) on a time and materials basis for services to be performed and reimbursable costs incurred pursuant to this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. Agency shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from Agency to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to Agency in the manner specified herein. Except as specifically authorized by Agency, Consultant shall not bill Agency for duplicate services performed by more than one person. Consulting Services Agreement between Redevelopment Agency of the City of South San Francisco and Brookwood Program Management LLC Page 1 of 15 -3- 2.1 Invoices. Consultant shall submit invoices, not more often than once per month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: ^ Serial identifications of progress bills; e.g., "Progress Bill No. 1" for the first invoice, etc.; ^ The beginning and ending dates of the billing period; --- A Task- Summary containing-the original-contract- amount, -the--amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; ^ At Agency's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; ^ The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the Scope of Work; ^ Copies of invoices and evidence of payment for reimbursable expenses; and ^ The Consultant's signature. 2.2 Monthly Payment. Subject to Section 2.3, Agency shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. Agency shall have 30 days from the receipt of an invoice that complies with all of the- requirements above to pay Consultant. 2.3 Final Payment. Agency shall pay the last 10% of the total sum due pursuant to this Agreement within sixty (60) days after completion of the Scope of Work and submittal to Agency of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. Agency shall pay for the services to be rendered by Consultant pursuant to this Agreement. Agency shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. Agency shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. Consulting Services Agreement between Redevelopment Agency of the City of South San Francisco and Brookwood Program Management LLC Page 2 of 15 -4- 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown in Exhibit A. 2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit A. Expenses not listed in Exhibit A are not chargeable to Agency. Reimbursable expenses are included in the total amount of compensation specified in Section 2. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of payroll taxes and --- --------employee-benefits, -and-Agency-shall-have no responsibility therefor:- - - -- 2.8 Payment upon Termination. In the event that the Agency terminates this Agreement pursuant to Section 8, the Agency shall compensate the Consultant for reimbursable expenses incurred and for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever pursuant to this Agreement prior to receipt of authorization from the Contract Administrator (defined in Section 10.9). Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the Scope of Work. Agency shall make available to Consultant only the facilities and equipment listed in this Section, and only under the terms and conditions set forth herein. Agency shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with Agency employees and reviewing records and the information in possession of the Agency. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of Agency. In no event shall Agency be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its sole cost and expense unless otherwise specified below, shall procure the types and amounts of insurance listed below providing coverage for claims for injuries to persons or damages to property that may arise from or in connection with the performance of the Scope of Work by Consultant and its agents, representatives, employees, and subcontractors. Prior to the Effective Date, Consultant shall provide Certificates of Insurance, indicating that Consultant currently maintains insurance that meets the requirements of this Section under forms of insurance satisfactory, in all respects, to the Agency. Consultant shall maintain the insurance policies required by this Section throughout the term of this Agreement. Consultant shall not allow any subcontractor to commence work on any subcontract related to performance of the Scope of Work until Consultant or such subcontractor has obtained all insurance required herein for such subcontractor(s) and provided evidence thereof to Agency. Consulting Services Agreement between Redevelopment Agency of the City of South San Francisco and Brookwood Program Management LLC Page 3 of 15 -5- 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on aself-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether aself-insurance program meets the standards of the Labor Code-shall be-solely-in-the-discretion of the Contract-Administrator:-The- insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the Agency and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its sole cost and expense, shall maintain commercial general and automobile liability insurance throughout the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage. For both the commercial general liability insurance and the automobile liability insurance, if a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Commercial general liability and automobile liability coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general liability coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 or GL 0002 (most recent editions) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12190) Code 8 and 9. No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The insurance shall provide coverage on an occurrence basis, and not on a claims-made basis. b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to Agency and the additional insureds. Consulting Services Agreement between Redevelopment Agency of the City of South San Francisco and Brookwood Program Management LLC Page 4 of 15 -6- 4.3 Professional Liability Insurance. 4.3.1 General requirements. Consultant, at its sole cost and expense, shall maintain throughout the term of this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. Any deductible or self-insured retention shall not exceed -$1-50,000 per claim. _ _ - _ - --- _ - - __ 4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the Effective Date of this Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Scope of Work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Scope of Work. The Agency shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the Agency prior to the commencement of any work under this Agreement. 4.4 Requirements for All Policies. 4.4.1 Acceptability of insurers. All insurance required by this Agreement shall be placed with insurers admitted in California and with an A.M. Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish Agency with complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. Consulting Services Agreement between Redevelopment Agency of the City of South San Francisco and Brookwood Program Management LLC Page 5 of 15 -~- 4.4.3 Notice of Reduction in or Cancellation of Coverage. A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the Agency. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Consultant shall provide written notice to Agency at Consultant's earliest possible opportunity and in no case later than ten (10) - - business days after Consultant=-is-notified of -the-change in coverage. 4.4.4 Additional Insured; Primary Insurance; Waiver of Subrogation. Commercial general liability and automobile liability policies shall name Agency, the City of South San Francisco, and their respective officers, officials, employees, agents, and volunteers as additional insureds. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to the Agency and its officers, officials, employees and volunteers, and that any insurance or self-insurance maintained by the Agency or by the City of South San Francisco shall be excess and shall not be called upon to contribute to a loss under the coverage. Worker's Compensation, general liability and automobile liability policies shall include a waiver of subrogation for the benefit of the Agency and the City of South San Francisco. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of Agency for self-insured retentions and deductibles before beginning performance of the Scope of Work. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to Agency, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. Consulting Services Agreement between Redevelopment Agency of the City of South San Francisco and Brookwood Program Management LLC Page 6 of 15 -g- 4.4.7 Variation. The Agency may approve a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the Agency's interests are otherwise fully protected. 4.5 Remedies. In addition to any other remedies Agency may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, Agency may, at its sole option exercise any of the following - remedies; -which are alternatives to other remedies Agency may have and are not the exclusive remedy for Consultant's breach: ^ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; ^ Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or ^ Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. To the fullest extent permitted by law, Consultant shall indemnify, defend (with counsel selected by the Agency), and hold harmless the Agency, the City of South San Francisco, and their respective officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, judgments, costs, expenses (including without limitation attorneys' fees), damages, and causes of action (all of the foregoing, collectively "Claims") directly or indirectly, in whole or in part, to the extent that the foregoing results from the actions of the Consultant, arising out of or in connection with the performance of the Scope of Work or the failure of Consultant or its employees, subcontractors, or agents to comply with the terms of this Agreement, including without limitation, Claims relating to bodily injury, loss of life, and/or property damage. The foregoing obligation of Consultant shall not apply when (1) the Claim arises wholly from the gross negligence or willful misconduct of the Agency or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractors, or agents have contributed in no part to the Claim. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by Agency of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to all Claims whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. Section 6. STATUS OF CONSULTANT. Consulting Services Agreement between Redevelopment Agency of the City of South San Francisco and Brookwood Program Management LLC Page 7 of 15 -9- 6.1 Independent Contractor; Indemnity. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of Agency. Agency shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.3; Agency shall not otherwise have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other Agency, state, or federal policy, rule, regulation, law, or ordinance to the contrary, neither Consultant nor its employees, agents, and subcontractors providing services under this Agreement-shall-qualify-for or-become entitled to,-and hereby--agree to waive any and all claims to, any compensation, benefit, or any incident of employment by Agency, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of Agency and entitlement to any contribution to be paid by Agency for employer contributions and/or employee contributions for PERS benefits. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of Agency, Consultant shall indemnify, defend, and hold harmless Agency for the payment of any employee andlor employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of Agency. 6.2 Consultant No Agent. Except as Agency may specify in writing, Consultant shall have no authority; express or implied, to act on behalf of Agency in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind Agency to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of California without regard to principles of conflicts of laws. 7.2 Compliance with Applicable Laws. Consultant, its employees and agents, and all subcontractors shall comply with all laws applicable to the performance of the Scope of Work. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which Agency is bound by the terms of such fiscal assistance program. Consulting Services Agreement between Redevelopment Agency of the City of South San Francisco and Brookwood Program Management LLC Page 8 of 15 -10- 7.4 Licenses and Permits. Consultant represents and warrants to Agency that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of what-so-ever nature that are legally required to practice their respective professions. Consultant covenants that Consultant and its employees, agents, and all subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement all licenses, permits, and approvals that are legally required to practice their respective professions and perform the Scope of Work. In addition to the foregoing, Consultant and all subcontractors shall obtain and maintain --- --=-during the term of-this Agreement-valid City of South San Francisco Business-Licenses.-- - 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. Agency may cancel this Agreement at any time and without cause upon written notification to Consultant. In the event of termination, Consultant shall be entitled to compensation for services satisfactorily performed to the effective date of termination; Agency, however, may condition payment of such compensation upon Consultant delivering to Agency any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the Agency in connection with this Agreement. 8.2 Extension. Agency may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement. Consultant understands and agrees that, if Agency grants such an extension, Agency shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator or by amendment to this Agreement, Agency shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. Consulting Services Agreement between Redevelopment Agency of the City of South San Francisco and Brookwood Program Management LLC Page 9 of 15 -11- 8.3 Amendments. This Agreement may be amended only by a written instrument signed by all Parties. 8.4 Assignment and Subcontracting. Agency and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to Agency for entering into this - - -Agreement was and is the -professional--reputation=--and -competence of -Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the Scope of Work, other than to the subcontractors identified in Exhibit A, without prior written approval of the Contract Administrator. 8.5 Survival. Sections 4.3 (Professional Liability Insurance), 5 (Indemnification), 6.1 (Independent Contractor), 9.3 (Inspection and Audit), 8.1 (Termination), and 9.4 (Records) shall survive the expiration or earlier termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, Agency may exercise any of the following remedies, each of which shall be cumulative and not exclusive: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the Scope of Work not finished by Consultant; 8.6.4 Charge Consultant the difference between the cost to complete the Scope of Work that is unfinished at the time of breach and the amount that Agency would have paid Consultant pursuant to Section 2 if Consultant had completed the work; or 8.6.5 Pursue any other remedy available under law or in equity. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the Agency. Consultant hereby agrees to Consulting Services Agreement between Redevelopment Agency of the City of South San Francisco and Brookwood Program Management LLC Page 10 of 15 -12- deliver those documents to the Agency upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the Agency and are not necessarily suitable for any future or other use. Agency and Consultant agree that, until final approval by Agency, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties beyond the consultants working on the project team without prior written consent of both parties unless required by law. __ 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the Agency under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the Agency. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of Agency or as part of any audit of the Agency, for a period of three (3) years after final payment under the Agreement. 9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. All responses to a Request for Proposals (RFP) or invitation to bid issued by the Agency become the exclusive property of the Agency. At such time as the Agency selects a bid, all proposals received become a matter of public record, and shall be regarded as public records, with the exception of those elements in each proposal that are defined by Consultant and plainly marked as "Business Secret" or Trade Secret." Any proposal that contains language purporting to render all or significant portions of the proposal "Confidential," "Trade Secret," or "Proprietary," shall be regarded as non-responsive. The Agency shall not be liable or in any way responsible for the disclosure of any such proposal or portions thereof, if Consultant has not plainly marked it as a "Trade Secret" or "Business Secret" or if disclosure is required under the Public Records Act. Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the Agency may not be in a position to establish that the information that a prospective bidder submits is a trade secret. If a request is made for information marked "Trade Secret" or "Business Secret," and the requester takes legal action seeking release of the materials it believes does not constitute trade secret information, by submitting a proposal, Consultant agrees to indemnify, defend and hold harmless the Agency, its agents and employees, from any judgment, fines, Consulting Services Agreement between Redevelopment Agency of the City of South San Francisco and Brookwood Program Management LLC Page 11 of 15 -13- penalties, and award of attorneys fees awarded against the Agency in favor of the party requesting the information, and any and all costs connected with that defense. This obligation to indemnify survives the Agency's award of the contract. In submitting a proposal, Consultant agrees that this indemnification survives as long as the trade secret information is in the Agency's possession, which includes a minimum retention period for such documents. Section 10 MISCELLANEOUS PROVISIONS. __ _. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County San Mateo or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of Agency or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 of seq. Consulting Services Agreement between Redevelopment Agency of the City of South San Francisco and Brookwood Program Management LLC Page 12 of 15 -14- Consultant shall not employ any Agency official in the work performed pursuant to this Agreement. No officer or employee of Agency shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the Agency. If Consultant was an employee, agent, appointee, or official of the Agency in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement.- --Consultant -understands- that, if-this- Agreement is made -in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the Agency for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Norma Fragoso ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: S. Sheppard Heery, CEO/President Brookwood Group Four Embarcadero Center, 23~d Floor San Francisco, CA 94111 And with copy sent to: Linda C. Simon, Vice PresidenUController Brookwood Group 1819 Peachtree Road NE Atlanta, Georgia. 30309 Any written notice to Agency shall be sent to: Agency Secretary Redevelopment Agency of the City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 10.11 Professional Seal. Where applicable in the determination of the Contract Administrator, the first page of a technical report, first page of design specifications, and each page of Consulting Services Agreement between Redevelopment Agency of the City of South San Francisco and Brookwood Program Management LLC Page 13 of 15 - 15- construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including Exhibit A attached hereto and incorporated herein by reference, represents the entire and integrated agreement between Agency and Consultant with respect to the subject matter hereof and supersedes all prior negotiations, representations, or agreements, either written or oral with respect thereto. In the event of any inconsistency between the text of this Agreement and the exhibits attached hereto, the text of this Agreement shall prevail. 10.13 No Third Party Beneficiaries. This Agreement is not intended to benefit, and shall not run to the benefit of or be enforceable by, any other person or entity other than the Parties and their permitted successors and assigns. 10.14 Headings; Interpretation. The captions of the sections and articles of this Agreement are for convenience only and are not intended to affect the interpretation or construction of the provisions hereof. This Agreement is the result of negotiation between the Parties, and shall be construed as to its fair meaning and not for or against any Party based upon any attribution of such Party as the sole source of the language in question. 10.15 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. Signatures on Following Page Consulting Services Agreement between Redevelopment Agency of the City of South San Francisco and Brookwood Program Management LLC Page 14 of 15 -16- The Parties have executed this Agreement as of the Effective Date. AGENCY: CONSULTANT: REDEVELOPMENT AGENCY OF THE Brookwood Program Management, LLC CITY OF SOUTH SAN FRANCISCO a California corporation Barry M. Nagel, Executive Director Attest: Agency Secretary Approved as to Form: Agency Counsel 1289907.2 By Print Name:S. Shepherd Heery Title: CEOIPresident Consulting Services Agreement between Redevelopment Agency of the City of South San Francisco and Brookwood Program Management LLC Page 15 of 15 -17- EXHIBITA B ra alzwo a d Group ATLANTA (SAN FRANCISCO Strategic Advisory Services Development & Construction Program Management Planning & Design Consultant Services __ January 7, 2010 Mr. Armando Sanchez Redevelopment Consultant City Hall, 400 Grand Avenue City of South San Francisco, CA 94080 Subject: PROPOSAL FOR HOUSING/MIXED-USE DEVELOPMENT 418 LINDEN AVENUE SOUTH SAN FRANCISCO DRAFT FOR REVIEW Proiect Description and Approach Proposal for Services for Development Management Services for the City of South San Francisco for the City's Housing/Mixed-Use Development Project at 418 Linden Avenue. The project is planned for approximately 27 to 30 units of market rate condominium housing over a ground floor of approximately 7,000 s.f. of retail at grade, with one level of parking below grade. The overall project delivery methodology is that of Bridging, which represents a hybrid design and construction process that incorporates aspects of both Design/Build and the traditional Design/Bid/Build process. The project is conceived to give maximum control to the City. The Project Delivery System and the Schedule are crafted to be consistent with this intent, with Brookwood providing Phase I Development Management services, inclusive of Schematic Design, Planning Approvals and Project Entitlements. The City intends to incorporate the proposed project within an amended general plan that will be prepared by the City concurrent with this project. Therefore, the Project should receive a Negative Declaration during the environmental review process. During Phase I, Brookwood will identify two or more private sector developers and providers of debt and equity for the purposes of reviewing the project's fiscal viability and use this feedback to inform the design and pro forma. A Key Decision upon approval of the project entitlements by the City then follows. The City can choose to move forward with the Bridging Documents (prior to selecting a Contractor), partner with a third party Developer in a Public/Private Partnership, or sell the entitled project and site. Advancing and Protecting the Interests of the Owner _ 1 8 _ seooKwaooeaouP.conn FOUR EMBARCADERO CENTER, 23RD FLOOR SAN FRAIva.~~a.v, CA 94111 MAIN 415 402 0800 FAX 415 399 9367 Mr. Armando Sanchez January 7, 2010 Page 2 of 8 Scope for Phase I Development Management Services • Brookwood, as the City's Development Manager and Owner's Design Consultant (in association with Kirk E. Peterson and Associates), will serve as manager on aday-to-day - - - -basis-for the City of-South-San-Francisco-with-rexpect to-the-development-management - of the Project. In this capacity, Brookwood will manage for the City the project pro forma, project schedule, overall project budget and construction budget through the Schematic Design Phase, including entitlement of the Project. As Owner's Design Consultant, Brookwood will sub-contract for design services with Kirk E. Peterson and Associates (KPA). Brookwood will recommend to the City, and retain directly or on behalf of the City, the engineers, other consultants, and other vendors necessary for the successful completion of the project, as consistent with the Bridging approach to the project. Consultation and coordination with the following disciplines is anticipated during the Phase t Schematic and Entitlement Phase: Acoustical, geotechnical, structural, elevator, parking and traffic, waterproofing, data/telecom, plumbing, electrical, mechanical, fire protection, code, civil, cost estimating, LEED Consulting. Legal work addressing contracts with consultants is included, but it is assumed that legal work for the purposes of Entitlement Approvals will be provided by the City. Additional miscellaneous consultants may be required based on specific project requirements. Brookwood Group will work with the City to establish the overall Project Budget and pro-forma. This budget will include the proposed fees for Phases II and III for the consultants included in this Proposal plus any additional consultants required for the performance of the Development Manager's work and the Owner's Design Consultant's work in the Project's future phases. The effort will include both Soft Costs and Hard Costs within the Overall Project Budget. Brookwood and KPA will review the existing design documents previously prepared, and make recommendations for revisions to the initial design concept. This effort will build upon the focus group information included in the BAE memorandum of June 24, 2009, as well as design input from a recommended residential sales agent. Brookwood will meet with each of the key reviewing agencies including Fire, Building, Planning and Engineering to download their expectations, project limitations and specific site requirements. Subsequent meetings throughout the design and development process are anticipated to keep these departments current with the design effort. -19- Mr. Armando Sanchez January 7, 2010 Page 3 of 8 • Brookwood will hold weekly design phase project meetings (or at other times as may be appropriate to the schedule of the project) with the Design Consultant and, as appropriate, other project consultants. • Brookwood will obtain, on the City's behalf, governmental permits needed for the - -- - Project, other-than-those associated withthe-General-Plan-Amendment: For-the- - purposes of this proposal, Brookwood understands that the City is taking the lead in managing the day-to-day effort for the General Plan Amendment for this area, including the re-zoning of this site (including the environmental impact report process) needed to accommodate the proposed building. The City's work would include hiring and working with the consultants as needed for this effort. Brookwood will assist the City in this effort by providing design documents for 418 Linden as needed for coordination of this effort. • Brookwood will coordinate with and assist the City in preparing documentation and other necessary information for prospective lenders or financial assistance from governmental agencies as needed during Phase I. • General administration of the project. This includes coordinating and reviewing on Owner's behalf requests for payment and additional service requests from the project consultants and other project vendors. • Brookwood, either directly or on behalf of the City, will review with a retail broker familiar with the retail goals of the project, and coordinate with the City and the broker the anticipated retail program, and work with KPA to incorporate the broker's recommendations into the design documentation. • Brookwood, either directly or on behalf of the City, will work with a residential broker familiar with condominium sales to supplement the information provided by BAE in it focus group study. Brookwood Group will work with the City and broker to firm up the programmatic elements of the project and establish design criteria necessary for anticipated user groups and which can support the expected sales prices. -20- Mr. Armando Sanchez January 7, 2010 Page 4 of 8 Fees for Design and Project Entitlements through Phase Development Management Personnel Reimbursement and Overhead through August, 2010 $138,000 Milestone 1:-Approval-by the City-Staff-of-the-Schematic Design --- --- ------- $36;000 - -- - Milestone 2: Approval of the Project by the Planning Commission $36,000 Reimbursable Expenses @ 3% of above $6,300 Owner's Design Consultant Schematic Design through Entitlements (Kirk E. Peterson and Associates) $110,000 Cost Estimating for KPA (tbd Consultants) $12,500 Reimbursable expenses @ 7.5% of fees $9,190 Administrative Mark-up @ 10% on KPA Costs $13,169 PHASE I OVERALL BUDGET $361,159 ESTIMATE ON OTHER CONSULTANTS AND ENGINEERS AND CONTINGENCY Structural Engineering (Telesis Engineering or DeSimone Engineers) $16,000 Geotechnical Consulting (Treadwell and Rollo) $5,000 Civil Engineering (BKF Engineers) $14,600 M/E/P/Fire Protection (To be determined) $30,000 LEED Consulting (To be Determined) $10,000 Sales Consulting and Condominium Brokerage (PMA or The Mark Company) $7,500 Marketing Study (To be determined) $7,500 Project Cost Consulting (Davis Langdon) $15,000 Telecommunications (KC Future Planning) $3,000 Acoustical Consultant (Charles Salter) $19,500 Legal Fees Allowance (Team to be determined) $5,000 3D Renderings (if required by the Design Review Board) $10,000 Misc. Code/Elevatoring/Parking/Traffic Studies/Waterproofing $15,000 Reimbursable expenses @ 7.5% of fees above $11,860 Administrative Mark-up @ 10% on Consultant and Engineering Costs $30,165 Contingency @ 10% of Consulting and Engineering Costs and Admin $33,180 -21- Mr. Armando Sanchez January 7, 2010 Page 5 of 8 Notes for Budget: • Allowance for PMA or The Mark Company assumes that the selected broker will not continue their consulting effort beyond Phase I, and will not act as the sales agent for the units. If they act in this capacity, then no consulting fee is due. -• -The Civil Engineering Fee includes $7;800 for a Tentative-Map; if required during Phase I. • The Acoustical Engineering Fee includes $7,500 for an Environmental Noise Study. • Included is a $10,000 line item for LEED consulting, which may be needed beyond standard M/E/P/ Criteria based on the LEED Certification the City ultimately seeks. • The budget assumes that during Phase I, legal services, if needed during the entitlement process will be provided by the City. To the extent that the City wished not to provide legal counsel, outside counsel will be selected to supplement the City work as needed • 3D Renderings beyond that typically within the Designer's schematic effort mayor may not be needed in this process. We have included a budget of $10,000, if required. Based on the scope outlined in this Proposal, the monthly compensation reimbursement for Phase I for Brookwood salaries and overhead would be billed on an hourly basis not to exceed $18,000/month over the anticipated +/-eight month process that the schematic and entitlement effort is scheduled for, as outlined in the Schedule dated January 7, 2010. If the hours spent exceed this maximum billing authorization, the hours will be carried forward to the following month and billed to the extent those hours do not exceed the $18,000/month billing maximum. This approach will be carried forward up to the maximum reimbursement of $138,000 for Brookwood. Hourly Rates for Brookwood Personnel Reimbursement Invoicing: Shep Heery (Principal in Charge) $250/Hr. Alan Katz (Project Director) $225/Hr. Jelani Dotson (Financial Analyst and Project Manager) $110/Hr. Maura McGowan (Project Administrator) $55/Hr. Currently, the schedule for Phase t assumes commencement of work immediately after the City Council authorization on January 13 with the conclusion of Phase I services upon the Council Approval of the Entitlements, August 2010. Standard Reimbursable expenses for Brookwood, such as travel outside the Bay Area, printing charges and consultant invoices would be an additional cost, and passed through with a 10% administrative mark-up and invoiced on a monthly basis. Sincerely, S. Shepherd Heery Brookwood Group Alan M. Katz Brookwood Group _22_ Mr. Armando Sanchez January 7, 2010 Page 6 of 8 Proposed Project Personnel S. Shepherd Heery Project Principal __._ Shepherd Heery's experience as an architect, developer and construction program manager for private and public sector owners spans more than 25 years. He has extensive management and leadership experience, especially in the realms of high-rise office and residential developments, encompassing all aspects of the development process. He also has contributed to the development and refinement of the Bridging Method of project delivery. As a long-term principal of Brookwood Group and the Wakefield Development Companies, Shep has served as co-principal in the development of The Wakefield Residential Cooperative project in the Buckhead area of Atlanta, Georgia. From 2002 through early 2009, Shep served as Senior Vice President of Myers Development Company in San Francisco where he had overall responsibility for implementing the firm's development and construction activities. He utilized the Bridging Method in the procurement of several projects at Myers, including the Peninsula Mandalay residential tower in South San Francisco and the proposed 80 Natoma residential tower in San Francisco. From 2000-2001, Shep was employed with Tishman Speyer Properties as the Director of Development in San Francisco where he and his colleagues secured planning and zoning approvals to develop the recently completed the 33-story, 650,000sf office tower at 555 Mission. He also initiated the environmental review process for several residential towers that are now under construction in downtown San Francisco. As co-founder of Satulah Group (the original name of Brookwood Group), Shep guided the firm's growth from 1989-1997. In late 1997, he negotiated the sale of Satulah's corporate facilities project management business to LaSalle Partners, predecessor to Jones Lang LaSalle. In conjunction with the sale of that business unit, he joined Jones Lang LaSalle where he worked for two years in amulti-disciplinary marketing capacity. At the time of the sale to LaSalle, the Satulah Group's name was changed to Brookwood Group. Shep continued to serve on Brookwood's Board following the sale. (He re-joined Brookwood Group as its President in February 2009.) From 1982-1989, Shep was a Project Manager with Hines Interests, responsible for the development of several high-rise projects in Oakland and San Francisco. Prior to Shepherd's experience at Hines, he was a practicing architect and construction program manager in Philadelphia, Atlanta and Aspen, Colorado. Shepherd received his Bachelor of Architecture from Cornell and his MBA from The Wharton School of the University of Pennsylvania. He is a full member of the Urban Land Institute. He also is active in CoreNet and SPUR (San Franciscans for Planning and Urban Research). -23- Mr. Armando Sanchez January 7, 2010 Page 7 of 8 Alan M. Katz Project Director Alan Katz has experience of 25 years as an architect, urban designer, corporate real estate leader and private sector developer, all of which guides his understanding, relationships and strategies in both public and private sector projects. Alan was Senior Vice President of Development at Stockbridge Real Estate Funds from 2003 to 2009. Stockbridge is a real estate investment firm pursuing opportunistic strategies with more than $3 Billion in assets under management. In Alan's role, he provided development oversight on several of the projects within Stockbridge's portfolio, including the two-phase 670,000 square foot Centennial Towers project in South San Francisco, working closely with Shepherd Heery who, at the time, was with Myers Development Company. While at Spieker Properties and Equity Office Properties from 2000 through 2003, as Director of Development, Alan had overall responsibility for the approvals, development and construction of the award winning Bay Meadows Mixed-Use Project in San Mateo. This 10-acre project (including office, retail, restaurants, housing, underground parking and off-site public infrastructure) is one of only a few true mixed-use projects in California that has completed the entire development and operations cycle through disposition. From 1995 to 2000, Alan was Director of Corporate Real Estate, Facilities and Operations for The Gymboree Corporation, an international specialty retailer traded on NASDAQ. Reporting to the CFO and the COO, Alan was responsible for the strategic planning, real estate transactions, development and construction of the company's corporate headquarters and distribution centers. Alan is a Licensed Architect in California and has practiced architecture and urban design with SOM (Chicago), Cooper-Ecstut (NYC) and RMW (San Francisco) with an emphasis on renovation, adaptive reuse of existing structures, master planning strategies and urban infill projects. Alan holds a Bachelor of Arts (Honors) degree from UC Berkeley, a Masters of Architecture degree from Columbia University, and a Masters of Architecture in Urban Design from Harvard University. Jelani L. Dotson Project Manager and Financial Analyst Jelani Dotson joined Brookwood Group in 2009 after obtaining his Masters of Business Administration in 2008 from the Yale University School of Management. From 2001 to 2006, he served as Founder and President of a Berkeley based design and real estate development company, Dotson Design and Development, Inc., where he sourced and participated in all phases of residential, commercial, and mixed-use design and real estate projects with a total value of more than $20 million. During this venture, he designed and developed his own projects, and provided design and development management services for individual and corporate real estate clients. -24- Mr. Armando Sanchez January 7, 2010 Page 8 of 8 From 2000 to 2002, Jelani was a designer at Powell & Partners Architects where he focused on schematic design, design development, and construction documents for projects including North Beach Housing, Yerba Buena Plaza East, and several San Francisco Housing Authority projects. From 1996 to 1998, Jelani was a junior architect /structural engineer at Interactive Resources. While with Interactive Resources, Jelani produced documents for projects including Montgomery-Washington Towers, Southwood Apartments, and Lincoln Village Apartments. In addition to his MBA, Jelani holds Bachelor of Arts in Architecture (with Structural Engineering Minor) and Master of Architecture degrees from the College of Environmental Design at the University of California, Berkeley. Maura McGowan Project Assistant Maura McGowan provides administrative support to Brookwood Group. She brings with her 5 years of administrative experience, 3 of which were in the Real Estate Development industry. From 2005 until 2007, Maura was a front office assistant for the Department of Theatre Arts office at San Francisco State University. She provided administrative assistance to faculty and staff and managed the appointments calendar for the Department's Chair. In addition, Maura acted as the public face of the department's office by leading tours and fielding questions from prospective and current students. Maura was an administrative assistant for Myers Development Company from 2007 until 2009 where she worked closely with Shepherd Heery. In addition to assisting with the day-to-day operations of the office, Maura also provided support to both the Marketing and Project Management teams for the Centennial Towers project in South San Francisco. Maura graduated with honors from San Francisco State University and holds a Bachelors of Arts degree in Drama. Maura has remained active in the theatre world since graduation. She has been able to work both on and back stage and has shared her passion for the arts with Bay Area young people by teaching drama and music with several local non-profits. -25- d Q O O ... ... . ....... .. .. .. .. ... ... ... ... r' ~ W ti Z ` W ~ C O f. F. G. ~ Q m O W i p Lam. ~ -~ a a °' ~ N LL ~ Z O rn _ N O N a LL ~ O Z O a ~ N a LL ~ Z .. O a ~ a -, ~~ ~ .i _ v O ~ r N a ~ LL ~ ........................................................ . Z ~"' U O ~ Q o 0 0 0 0 0 0 o c o o c o c o o p a r r' f' o C C C C C ~ ° r rv rv C! rv C! °`,~ ~, ~ ~ ~ ~ c ~ ~ a a ~, ~ m O !1. ~ O a ~ v 'C ° 9 V v ~ ~ a p v a W v v '9 o c v o o c o - Lcl 0 o N r lD b r N V ~ z O z ~ ~ ~ ~ ~N ~ d ~ ~ m ~ 7^ ~ y -• C u C 3 P 9 m t ~ Q U ~ fi `' °e o a ¢ p d Q v W ~ ~ V] W y ^. 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U :: V U ri a N !-- G ~ ~ a+ ° u ~ c u u ~' Z r _ z a ~j ~j c a w t7 z w O ~ a i., a ~ a U W 0 0 0 ~~ 4 Q .y H L` U L` U V v~ P ..,.~~N o ~ N ~n o v~ ~n r ro rn n ~ rv ~ v ~ ~F~-F 0 r N f7 Q If1 10 r LO ~ ~ - ~ / - N N } } A .Z .Z °~N S _ ~ Redevelo meat A enc o ~ 1~ g Y Sta Re ort ~9 ~~ p LIFOR~ RDA A GENDA ITEM # 4 DATE: January 13, 2010 TO: Redevelopment Agency Board FROM: Marty Van Duyn, Assistant Executive Director SUBJECT: A RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE A CONTRACT WITH DYETT & BHATIA URBAN AND REGIONAL PLANNERS TO PREPARE THE EL CAMINO REAL/CHESTNUT AVENUE AREA PLAN IN AN AMOUNT NOT TO EXCEED $291,74 ] . RECO)\~Il1~NDATION It is recommended that the Redevelopment Agency of South San Francisco authorize the Executive Director of the Redevelopment Agency to execute a contract with Dyett & Bhatia Urban and Regional Planners for preparation of the EI Camino ReaUChestnut Avenue Area Plan, in an amount not to exceed $291,741. BACKGROUND/DISCUSSION Location of Study Area The El Camino Real/Chestnut Area is located near the geographical center of the City, between the South San Francisco BART Station and the Downtown. A number of factors affect the El Camino Real/Chestnut Area: the fragmented ownership ofoddly-shaped parcels in the project area has limited development potential; the area was used for awide-range of temporary uses during the construction of the BART-SFO Extension; the anticipated expansion of the Kaiser Medical Center; the City has recently purchased a significant amount of vacant and/or underutilized properly in the corridor from the San Francisco Public Utilities Commission and others; and, the proximity of the South San Francisco BART Station has created development opporhznities in the area. In addition; Chestnut Avenue is one of the City's most congested roads during peak periods due primarily to traffic from Downtown and Hillside Boulevard traversing to El Camino Real and I-280. Approximately 50 acres, the "Study Area" consists of 20 parcels located generally near the intersection of El Camino Real and Chestnut Avenue. The northern edge of the Study Area is located on the south border of the South San Francisco BART station. Project History & Planning Context In August 2008, the Redevelopment Agency Board approved a contract with McLarand Vasquez Emsiek & Partners (MVE} to prepare the El Camino Real/Chestnut Land Use & Specific Plan. MVE's original project management team, which included a land planner and an architect, was based in Staff Report Subject: Contract with Dyett &Bhatia, Urban and Regional Planners for preparation of the El Camino Real/Chestnut Avenue Area Plan. Date: January 13, 2010 Page 2 Oakland, California. The subcontractors were also based in the San Francisco Bay Area. The City hired the MVE team because the team members exhibited expertise in land planning, infrastructure, civic uses; and architectural design:-The-team members all had experience in South San Francisco and were-- enthusiastic. Over the past year, the original MVE team worked closely with City staff to create a collaborative process with City officials, developers, property owners, regional agencies, and residents. The consultant team held technical meetings with the City staff, interviews and an introductory meeting with potential developers, property owners, BART staff, and Kaiser representatives, one community meeting with interested individuals and residents from the surrounding neighborhoods, and a joint subcommittee meeting with the City Council Housing Subcommittee, the Planning Commission ECR/Chestnut Avenue Specific Plan Subcommittee, and a Joint Redevelopment Agency Board and Planning Commission Study Session. As a result of this process, the Redevelopment Agency Board and the Planning Commission were able to provide City staff and the consultant direction to prepare the Specific Plan. Last spring, MVE was impacted by the recession and was forced to reduce its staff and close the Oakland office. The firm then consolidated its operations in Irvine, California. All the original project management team members left the company. MVE attempted to manage the project from Southern California with one new project manager. But, he was not familiar with South San Francisco or the San Francisco Bay Area's planning issues, such as the Grand Boulevard Initiative. Likewise, the project manager could not maintain frequent contact with City staff and his subcontractors to review the various elements of the project, such as infrastructure, street designs, density, and architectural design. City staff found that it was becoming increasingly difficult to maintain an aggressive project schedule. We were afraid that the project would go over budget due to further delays and the limited communication. Therefore, City staff felt obligated to terminate the contract with MVE and proceed in finding a new consultant team. New Consultant Team Selection The City's consultant selection process permits staff to select a new consultant team from the original list of consultants who submitted a proposal. Of the five original proposals that were submitted, the firm of Dyett &Bhatia had the strongest scope of work, the most aggressive schedule, and lowest budget. Over the past few weeks, Dyett &Bhatia quickly assembled a project team and has submitted a new Scope of Work to prepare a "design-oriented" Area Plan.. The new Scope of Work will allow the City to continue the project where MVE left off, within the original approved budget, and approve the Area Plan by next summer. City staff believes that Dyett & Bhatia's team will complete the project on time and within the originally approved budget. According to the new Scope of Work, Dyett &Bhatia will move quickly to introduce the Preferred Plan by March 2010. The consultant team will begin to prepare the Administrative Draft Area Plan in late Spring and leading to the Public Review draft in Summer. Once the Preferred Plan has been prepared, Dyett &Bhatia will proceed to prepare the appropriate environmental review documents Staff Report Subject: Contract with Dyett &Bhatia, Urban and Regional Planners for preparation of the El Camino Real/Chestnut Avenue Area Plan. Date: January 13, 2010 Page 3 (the environmental review is an option task in both the original and this Scope of Work). The-attached Scope of Work includes several--tasks that- are designed to enhance the-design--and development potential in the Area Plan. The additional tasks include the parking analysis and parking strategy, building design guidelines, and a financing strategy for the civic uses (public library) and infrastructure. The Dyett &Bhatia team also includes "Field Paoli, Architects and Urban Designers" to help prepare the key design themes in the Plan area. The firm also has experience designing civic plazas and libraries. The Area Plan will incorporate the City's previous planning efforts, including the South EI Camino Real General Plan Amendment, the El Camino Real Master Plan, and The Grand Boulevard Initiative. Dyett &Bhatia will continue to build a consensus from the community's diverse opinions. City staff and Dyett &Bhatia will continue to involve the community, property owners, local business owners, and interested civic and community service organizations in the development of the final Area Plan. FUNDING Sufficient Redevelopment Bond funds were budgeted to cover the costs of the El Camino Real/Chestnut Avenue Area Plan preparation. CONCLUSION Approval of this contract award to Dyett &Bhatia will allow the timely completion of this planning project, and allow City staff to proceed complete the preparation of the El Camino Real/Chestnut Avenue Area Plan. By: Approved: ~ ~ `~ Marty Van Duyn Barry M. Nagel Assistant Executive Dir c r Executive Director Attachments: 1. Resolution 2. Contract & Scope of Work MVD:ML RESOLUTION NO. REDEVELOPMENT AGENCY BOARD, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING A CONTRACT WITH DYETT & BHATIA, URBAN AND REGIONAL PLANNERS TO PREPARE THE EL CAMINO REAL/CHESTNUT AVENUE AREA PLAN. WHEREAS, following a request for proposal process, staff recommends that Dyett & Bhatia, Urban & Regional Planners prepare the El Camino Real/Chestnut Avenue Area Plan; and NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency Board of the City of South San Francisco as follows: 1. The Executive Director is hereby authorized to prepare and execute a contract with Dyett &Bhatia, Urban & Regional Planners in an amount not to exceed $291,741.00 for preparation El Camino Real/Chestnut Avenue Area Plan. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a public meeting held on the 13t" day of January, 2010 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND DYETT 8 BHATIA, URBAN AND REGIONAL PLANNERS THIS AGREEMENT for consulting services is made by and between the City of South San Francisco ("City") and Dyett &Bhatia, Urban and Regional Planners ("Consultant") (together sometimes referred to as the "Parties") as of January 17, 2010 (the "Effective Date"). __ Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A, attached hereto and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on January 16, 2011, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $291,741.00, notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. In the event that the City requests any optional services included in the Consultant's proposal, such work shall be undertaken only upon written direction from the City. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant Consulting Services Agreement between January 17, 2010 City of South San Francisco and Dyett &Bhatia Page 1 of 14 -2- for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder _s intended to .include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: ^ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; ^ The beginning and ending dates of the billing period; ^ A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; ^ At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; ^ The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 2,200 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; ^ The Consultant's signature. . 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever Consulting Services Agreement between January 17, 2010 City of South San Francisco and Dyett & Bhatia Page 2 of 14 -3- incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. _ __ __- ___ _ _ -- 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the in Exhibit A. 2.6 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed $10,000.00. Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, Consulting Services Agreement between January 17, 2010 City of South San Francisco and Dyett & Bhatia _ 4 _ Page 3 of 14 representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide Certificates of Insurance, attached hereto and incorporated herein as Exhibit B, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and under forms of insurance satisfactory, in all respects, to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on aself-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether aself-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer,. if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting there from, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 or GL 0002 (most recent editions) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as Consulting Services Agreement between ,lanuary ~ ~, ~u~u City of South San Francisco and Dyett & Bhatia Page 4 of 14 -5- broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9. No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made_basis. _ _ _ _ _ _ _ _ _ __ - _ _ b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. 4.3 Professional Liability Insurance. 4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. Any deductible orself-insured retention shall not exceed $150,000 per claim. 4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. Consulting Services Agreement between January 17, 2U1U City of South San Francisco and Dyett & Bhatia _ 6 _ Page 5 of 14 4.4.1 Acceptability of insurers. All insurance required by this, section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. 4.4.3 Notice of Reduction in or Cancellation of Coverage. A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. In the event that any coverage required by this section is reduced, limited, cancelled, 'or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than ten (10) working days after Consultant is notified of the change in coverage. 4.4.4 Additional insured; primary insurance. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant in the course of providing services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim Consulting Services Agreement between January 17, 2010 City of South San Francisco and Dyett & Bhatia _ 7 _ Page 6 of 14 administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.7 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: ^ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; ^ Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or ^ Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the gross negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been Consulting Services Agreement between January 17, 2010 City of South San Francisco and Dyett & Bhatia - 8 - Page 7 of 14 determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits_on behalf. of .Consultant or its_employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. Consulting Services Agreement between City of South San Francisco and Dyett & Bhatia -9- January 17, 2010 Page 8 of 14 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of what-so-ever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, _ _ _ Consultant and any.subcontractors_shall_obtain.__and_maintain_.during_ he-_term_of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 30 days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Consulting Services Agreement between January 17, 2010 City of South San Francisco and Dyett & Bhatia - 10 - Page 9 of 14 Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment-and Subcontracting. Gity and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and Consulting Services Agreement between January 17, 2010 City of South San Francisco and Dyett & Bhatia _ 11 _ Page 10 of 14 agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties unless required by law. _ 9.2 _____Consultant_s Books_and_Recor_ds.__Consuitant_shall_maintain any and all_ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required bylaw, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. 9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. All responses to a Request for Proposals (RFP) or invitation to bid issued by the City become the exclusive property of the City. At such time as the City selects a bid, all proposals received become a matter of public record, and shall be regarded as public records, with the exception of those elements in each proposal that are defined by Consultant and plainly marked as "Business Secret" or Trade Secret." Any proposal that contains language purporting to render all or significant portions of the proposal "Confidential," "Trade Secret," or "Proprietary," shall be regarded as non-responsive. The City shall not be liable or in any way responsible for the disclosure of any such proposal or portions thereof, if Consultant has not plainly marked it as a "Trade Secret" or "Business Secret" or if disclosure is required under the Public Records Act. Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information that a prospective bidder submits is a trade secret. If a request is made for information marked "Trade Secret" or "Business Secret," and the requester takes legal action seeking release of the materials it believes does not constitute trade secret information, by submitting a proposal, Consultant agrees to indemnify, defend and hold harmless the City, its agents and employees, from any judgment, fines, penalties, and award of attorneys fees awarded against the City in favor of the party requesting the information, and any and all costs connected with that defense. This obligation to indemnify survives the City's award of the contract. In submitting a proposal, Consultant Consulting Services Agreement between ,lanuary ~ ~, luau City of South San Francisco and Dyett & Bhatia - 12 - Page 11 of 14 agrees that this indemnification survives as long as the trade secret information is in the City's possession, which includes a minimum retention period for such documents. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be-entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County San Mateo or in the United States District Court for the First District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 of seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 of seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consulting Services Agreement between January 17, 2010 City of South San Francisco and Dyett & Bhatia _ 13 _ Page 12 of 14 Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if _ applicable, will be disqualified_from holding. public_office_in the State of California.. _ _ _ 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Marty Van Duyn, Assistant City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Rajeev Bhatia, Principal Dyett &Bhatia, Urban and Regional Planners_ 755 Sansome Street, Suite 400 San Francisco, CA 94111 Any written notice to City shall be sent to: City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with reportldesign responsibility," as in the following example. Seal and Signature of Registered Professional with reporUdesign responsibility. 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between Consulting Services Agreement between ,lanuary ~ ~, luau City of South San Francisco and Dyett &Bhatia - 14 - Page 13 of 14 City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. 10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. The Parties have executed this Agreement as of the Effective Date. CITY OF SOUTH SAN FRANCISCO Barry M. Nagel, City Manager Consultants _ ~, ~::~ Rajeev Bhatia, Principal Attest: City Clerk Approved as to Form: City Attorney 207532_1 Consulting Services Agreement between January 17, 2010 City of South San Francisco and Dyett &Bhatia 15 Page 14 of 14 DY E T T & B HAT I A Scope o f Work for EI Comino Reol/Chestnut Area Plan Urban anE kegiena~ Planners I EXHIBIT A Scope of Worlc __ ___ _ __ This section outlines our proposed work program for the completion of the Area Plan. The program is organized into seven tasks (including optional tasks), from review of work completed to publishing the final Area Plan. The sequence of work products, community and subcommittee outreach and City Council/Planning Commission meetings are graphically illustrated in the attached schedule. The task-by-task descriptions that follow present our approach to developing a clear direction for the Area Plan, policy formulation, environmental review, and preparation of documents. Each task description includes a purpose statement at the beginning. Initials in parentheses following the sub-section heading identify the lead firm for each sub- task: • D&B: Dyett & Bhatia, Urban and Regional Planners • FP: Field Paoli, Architects and Urban Designers • KHA: Kimley Horn, Transportation Planners and Civil Engineers • KMA: Keyser Marston Associates, Economic and Fiscal Consultants • CSA: Charles Salter Associates, Noise Consultants . t SCOPE OF W®RK TASK !: REVIEW AND START-UP Objective: Compile available background data and information froth previous studies, completed opportunities and constraints analysis, and community outreach. A. Kickoff Meeting (D&B; KHA; FP; KMA). Consultant Team will meet with the key staff members to review the overall schedule and major milestones, existing data and maps, work completed and overall direction from the City. Existing information and studies, as well as work completed for the Area Plan will be provided to the consulting team by staff. B. Obtain/Compile Base Map (D&B). A base map will be obtained from the City/previous consultant effort showing existing roads and rail and other rights-of-way, including the new Oak Street extension through the area; surrounding land uses and ownership patterns; and the existing BART Station. C. Review Existing Studies and Completed Work (D&B). Review the existing General Plan policies for the area and all previous studies and work, including the El Camino Real Redevelopment Plan, the Transit Village Plan, the Grand Boulevard Initiative, the El Camino Real Master Plan, and the El Camino Real/Chestnut Area Land and Urban Design -16- D Y E T T & B HAT I A Scope of Work for EI Camino Real/Chestnut Area Plan ~)rban and Regional Planners 2 Plan, El Camino Real/Chestnut Area Plan Opportunities and Constraints Memo, and completed community outreach. D. Review City Council/Planning Commission Direction and Guiding Principles (D&B; Team). D&B and the team will review the various City Council/Planning Commission meetings on this project, and direction provided to date. Meeting: Kickoff Meeting with Team and Staff TASK 2: PREFERRED PLAN Objective: Develop a Preferred Plan, based on opportunities and constraints analysis and intensive work efforts with staff. Present the Preferred Plan to PC/CC Subcommittee. A. "Framework" Plan (D&B; FP). A Framework Plan focused on land use and urban design for the Area Plan area will be developed. This will include the overall street network, public spaces, urban design ideas, and land use. Later, after prototypes have been tested and ideas refined, illustrative graphics will be prepared to convey the different types of development, building massing, and urban design concepts of the Framework Plan. Photos of other places and sketches may also be used to illustrate concept plan ideas, street character, and building types. B. Conceptual Design Feasibility Tests of Prototypical Developments (FP; D&B). Field Paoli will prepare conceptual designs for three or four projects, using opportunity sites identified in the study area as test cases, based on parameters defined by D&B. The conceptual designs will address site access, parking, land use mix, building design, building relationship to surroundings, and other key components of development projects. Parking accommodation, building square footage and key setbacks from adjoining properties will be addressed. FP will provide a rough cost estimate of each module based on industry- standard per square foot metrics. C. Feasibility Review of Prototypical Development Modules (KMA). KMA will assess the financial feasibility of three prototypical development modules (in case four prototypes are drawn as part of subtask B, D&B will work with staff to narrow these down to three). Each of the modules may consist of one or multiple uses, at any density and identified parking solution. It is anticipated that one of the modules could include the public library as one of the elements. The evaluation will conclude as to whether there is a financial gap (absence of feasibility) without public assistance. (Alternatively, if there is residual, the evaluation will indicate the supportable value for a cleared site.) Since virtually all markets are challenged in the current economic environment, the evaluation will indicate the degree of improvement in income characteristics of the project (sales prices and/or rental rates) that would be required in order for each of the modules to be feasible. D. Prepare Preliminary Preferred Plan (D&B; FP). The preliminary Preferred Plan will show re-parcelization and street configurations, preliminary land use designations, density/intensity standards, major streetscape and connectivity improvements, and linear -17- D Y E T T & B H AT I A Scope of Work for EI Camino Real/Chestnut Area Plan ~lrban and Re~icnal Piai;ners 3 park alignment. Drawings will be supplemented with a few pages of text with refined guiding principles and key goals. E. Team Review of Preferred Plan (D&B; KMA; KHA; FP). The team will meet jointly to review the preferred plan and make recommendations that can improve it further, including aceessibility~ land use compatibility transportation;-and economic viability: F. Revised Preferred Plan (D&B; FP; KHA). The Preferred Plan will address key issues relevant to the Study Area. Details will be fleshed out, including: • Streets and Parcelization • Land Uses and Product Types including: - Retail locations along El Camino Real - Mixed-use developments - Residential densities and potential. reuse of housing sites - Kaiser expansion and additional employment opportunities - Relationship to BART - Public amenities and services • Pedestrian and Bicycle Network, including Bike Routes and accessibility from major streets with an Inclusive/Universal Design perspective • Multi-modal access to the South San Francisco BART Station and bus stops on El Camino Real • Community Character, including overall pattern, scale, building types, and other defin- ing features • Parks and Creek, including potential realignment of the Linear Park • Photos or Illustrations of Building and Place Types • Development Quantification G. Presentation to PC/CC Subcommittee (D&B). The Preferred Plan (including illustrations and explanatory text) will be presented to the Subcommittee for feedback and refinement. H. Community Workshop #1 (D&B). The Preferred Plan will be presented at a community meeting. Stakeholders will also be invited to this meeting. Comments at the meeting will be used to make any needed refinements to the Plan. I. Parking Analysis (KHA). Future Parking Demand and Supply, including possible opportunities for shared parking as well as public/street parking will be evaluated. The parking demand analysis will result in three primary outcomes, 1) a qualitative assessment of parking polices, codes and development standards that could be integrated into an overall parking strategy for Area Plan area, 2) a comprehensive supply and demand -18- D l' E T T & B H AT i A Scope of Work for EI Camino Real/Chestnut Area Plan Urban and Regional Planners 4 analysis of the Preferred Plan based in part on the potential codes and standards, and 3) recommendations for study area public parking facilities, especially for a potential public library combined with other public/private uses, policies and development standards. Identification of public parking includes an estimate of peak parking demand, and working with the team to identify appropriate site for either a public parking lot or a parking structure. KHA will define a parking structure footprint on the identified site(s) and number of floors to accommodate needed parking. KHA will develop candidate parking strategies and potential codes, policies/implementation measures to address parking for the land uses in the Preferred Plan. A qualitative assessment will be used to rank and compare the effectiveness/desirability of candidate recommendations as input to the parking supply and demand analysis. Parking, strategies may include: - Changes to current parking code requirements, shared parking provisions, visitor parking, reduced standards for TOD and/or mixed use development, ground floor exemptions, and other potential policy or code changes. - Maximize on-street parking (examine feasibility of angled parking on certain streets). - Parking time restrictions and establishment of areas for short-term and long-term on-street parking - Potential structured municipal parking in strategic locations, potentially shared with BART. - Conventional and innovative Transportation Demand Management and land use measures that could realistically and effectively reduce parking demand, including a discussion of strategies and incentives for increasing transit use such as carshare, subsidized transit passes, and improved pedestrian and bicycle facilities. - Neighborhood parking impact management strategies. - BART station parking management strategies. The purpose of the parking analysis is to determine the affect of potential strategies and code revisions on parking within the plan area under the Preferred Plan. The analysis will focus on variations in development standards to determine its effects on development feasibility. The analysis will assess parking supply and demand for proposed land uses based on the level of detail prepared by the team. The assessment will estimate parking demand for various land use categories using varying rates that reflect whether the uses are within a transit corridor /transit catchment area or outside of the area. This analysis would help refine proposed changes to parking code requirements, strategies, and application areas, particularly whether the City's standard or TOD parking standards should be applied. Parking demand will be based on Institute of Transportation Engineers' and Urban Land Institute parking generation data with appropriate adjustments reflecting urban characteristics, mi,Yed-use, and transit-oriented development. Residential and commercial parking demand will be divided into demand accommodated by private -19- DY E T T & B H AT I A Scope o f Work for EI Camino Real/Chestnut Areo Plan Urban and Regional Planners -S on-site parking supply (e.g., resident parking, commercial parking provided on-site, station parking) and public on and (potentially) off-street parking (e.g., residential visitors, commercial demand not met on-site, etc.). Parking demand will be estimated for several districts to determine where concentrations of demand will occur. - - - -The-analysis--will- include recommendations for-the-following: - -- -- - - Parking standards and strategies for encouraging transit use, modifications to code requirements, and potentially establishment of reduced and/or maximum parking ratios for mixed-use development with shared parking, and transit-oriented devel- opment. - Augmenting off-street parking supply through increased on-street parking or mu- nicipal parking facilities. - Realistic and effective Transportation Demand Management measures that could be applied to new development to reduce parking demands. - Short-term and long-term parking management strategies for uses within the plan area. Public parking management measures that could be integrated into the poli- cies. - Neighborhood parking spillover impact management. Meetings: Community Workshop #1 PC/CC Subcommittee Meeting Product: Preferred Plan (drawings and text) TASK 3: AREA PLAN Objective: Prepare all the substantive components of the Area Plan, review them with City Staff, and then compile an Administrative Draft Area Plan. Provide policies, standards, and implementation that will provide detail at the Area Plan level, including land use policies and language for amendments to the General Plan; and streetscape and development regulations to guide zoning changes. Present the substance of the Area Plan to the City Council and Planning Commission. A. Prepare Plan Outline (D&B). The Plan outline will be prepared and provided to staff for review. B. Check-in with PC/CC Subcommittee (D&B). D&B will check in with the Subcommittee and/or other decision-makers in one meeting as the Plan is being developed to confirm policy direction for the Area Plan. C. Prepare Administrative Draft Area Plan (Team). Prepare and submit the Plan for staff review and comment. The Plan will include background information, goals and implementing policies, and key overall strategies and principles. The Plan is anticipated to include the following components, which will be refined based on discussions with staff and the specifics of the plan: -20- D Y E T T& B H AT l A Scope o f Work for EI Camino Real/Chestnut Areo Plan Urban and Regional Planners 6 • Land Use (D&B). The land use component will identify the location and intensity of uses, including overall structure, street layout and parcelization. This will include a land use map with designations, land use descriptions that provide direction on in- tended uses and intensities, anticipated build-out of development, policies and imple- mentation. ___ Open Space and Parks/ Public Gathering Places (D&B). An overal open space net- work will be defined, with delineation of the linear park, as well as connections to exist- ing trails and parks. New parks and plazas within development areas will also be identi- fied Streets and Circulation (KHA). Access and circulation goals and policies for pedes- trian, bicycle, auto and transit access will be provided, along with a prioritized imple- mentation strategy. Improvement policies will focus on station access and connectivity, including multi-modal connections or easements to transit and mixed uses; as well as bicycle enhancements along street corridors. Policies will also address provision and upgrading of infrastructure needs that will provide developers and the City with an overall framework of improvements necessary to support future development. Station Access Improvement Plan The Station Access and Improvement Plan component includes a specific assessment of the area's circulation pattern-examining how autos, transit, and bicyclists circulate in the Area Plan area, access the area from points external, and access key destinations internally, with a particular emphasis on access to transit. KHA will evaluate the efficiency of each system, identify gaps, and recommend modifications that would increase connectivity, integration, and accessibility. KHA will integrate transit agency design guidelines and standards into the Area Plan's policies, circulation plans, and recommended improvements. This task evaluates and recommends improvements to the street, pedestrian and bicycle transportation systems, urban design, and bus stops. Area Plan Circulation Element The Area Plan will include the conventional requirements of Area Plans and will compile the information, analyses, and recommendations from the previous tasks into a compre- hensible transportation and circulation element. Working with the team, KHA will include the following components into the circulation element: - Transportation goals and objectives. - A Preferred Land Use Plan circulation and transportation plan including station ac- cess improvements. - Parking standards and strategies for encouraging transit use including suggested parking ratios. - Pedestrian and street improvements. - Implementation strategies that will attract and retain appropriate development. - Recommended Zoning Code amendments related to parking. - Recommended phasing of public improvements and strategies. -21- DY E T T & B HAT I A Scope o f Work for EI Camino Real/Chestnut Areo Plan? Urban and F.egiona! °larmers Plan Implementation KHA will recommend phasing of the public transportation improvements. • Streetscape Design (D&B). Conceptual cross-sections and plans for short street seg- ments will be provided at key locations, addressing street trees and landscaping,,lane. -- alignments, and pedestrian and bicycle amenities. It should be noted that these will be for selected locations to establish the character and identity of the different areas and streets, and may not cover entire street lengths. • Building Design Guidelines (FP, D&B). Design character and identity will be defined for the study area through the guidelines. These guidelines will be short (10 pages or so), but encompass issues such as development on City-owned properties, Kaiser ex- pansion, visual appearance from El Camino Real, Chestnut and Mission streets, and building massing. • Transportation Demand Management & Parking (KHA). The recommendations will be based on analysis conducted as part of Task 2, and identify whether any measures beyond those already included in the City's Municipal Code are needed in the plan area. The parking management strategy will address growing parking demand, includ- ing: strategies for pricing; limits for a neighborhood parking permit program, if appro- priate; on-street parking designations, and shared parking opportunities. • Infrastructure (KHA). The infrastructure element will delineate changes and im- provements to the civil utilities in the plan area including storm drainage, sanitary sewer, and water, with recommended sizing to ensure adequacy for future uses. Infrastructure Implementation Plan KHA will prepare the appropriate sections of the Area Plan identifying the required infrastructure improvements based on the Preferred Plan. This task includes calculations of demands for water, wastewater, and storm drainage and an assessment of existing facilities to accommodate these demands based on the existing conditions analysis. Public infrastructure improvements provided through a City CIP, as well as private development improvements that will be required as part of the buildout of the study area will be identified. A recommendation for capital improvements in advance of and in parallel with new development will be summarized along with potential phasing. The infrastructure analysis will be summarized and formatted for inclusion into the Draft EIR. Financing Strategy for Public Library and Infrastructure Development (KMA). Ap- proaches to financing this facility will be conducted through consultation with the staff in respect to alternatives that will be considered. Approaches will include but not be limited to potential use of land sales proceeds, redevelopment tax increment, joint de- velopment (including potential for shared parking and other facilities) and Certificates of Participation, California Infrastructure and Economic Development Bank (I-Bank) financing, and Mello Roos Community Facilities District financing. (We understand that the City has not received an allocation for Recovery Zone Economic Development Bonds.) General strategies for financing infrastructure improvements will also be out- lined (it should be noted that these do not include any costing or impact fee work). _22_ D1' E T T & B HAT 1 A Scope o f Work for EI Comino Real/Chestnut Area Plan Urban and Regional Plannr.rs 8 D. Prepare Hearing Draft Area Plan (D&B). The Administrative Draft will be presented for staff review and will be revised into a Draft Area Plan after a consolidated set of comments are provided by City staff. Product: Draft Area Plan TASK 5: ZQNING (QPTIONAL} A. Zoning Regulations (D&B). Complete zoning regulations integrated with the City's Municipal Code will be prepared. This will be in the form of a specific/area plan district, as with the other specific/area plans in the city. Development standards will include: Block Size and Scale; Building Height and Massing; Building Types; Building Envelopes and Relationship to Street; and Parking Location and Design. Regulations will be designed to be included in the Zoning Ordinance, and the consulting team will seek staff direction on whether they should be included in the Area Plan as well, which will make their referencing easier. B. Check-in with PC/CC Subcommittee (D&B). D&B will check in with the Subcommittee and/or decision-makers in one meeting to confirm zoning regulations, if needed. C. Hearing Draft of Zoning Code Amendments (D&B). Based on staff and PC/CC Subcommittee feedback on the substantive issues, prepare a Hearing Draft of the zoning code amendments and Design Guidelines. Meetings: Community Workshop #1 Product: Hearing Draft Zoning Code Amendment TASK b: DRAFT ENVIRONMENTAL IMPACT REPORT (OPTIONAL) Objective: DerB will prepare a programmatic environmental impact assessment of the Area Plan, pursuant to the California Environmental Quality Act (CEQA). A. Conduct a Scoping Meeting (D&B). D&B will conduct one scoping meeting and prepare handouts that describe the general environmental process. The focus of the scoping meeting will be to solicit the involvement of responsible agencies, the community at-large, and local business organizations. It is assumed that the scoping meeting will be conducted during the middle of the review period of the NOP. B. Develop Thresholds/Significance Criteria (D&B; Team). Development of criteria against which impacts will be evaluated (and ultimately designed) lies at the crux of a Program EIR such as this. Using the thresholds in the 1999 General Plan EIR and those used more recently in the South El Camino Real General Plan Amendment EIR as a starting point, we will work closely with City staff to update the thresholds for evaluation of environmental impacts. While the overall goal will be to stay with the same thresholds, some changes will be necessary to comply with new legislation and recommendations. The City's involvement in the determination and approval of thresholds is important when considering the level of significance for impacts associated with the proposed Area Plan. The Program EIR will -23- DY E T T & B HAT I A Scope o f Work for EI Camino Real/Chestnut Area Plan Urban and Re~ienal Planners 9 utilize the approved thresholds of significance to identify both the direct and indirect impacts of the proposed El Camino Real/ Chestnut Area Plan. It is intended that these thresholds of significance will be used to ensure that all future development projects do not generate adverse environmental impacts as defined by CEQA or the City of South San Francisco. C. Prepare Administrative Draft Program EIR (D&B, with Team input). Based on materials provided by the City and responses to the NOP, D&B will prepare an Administrative Draft Program EIR. The Administrative Draft Program EIR will include the following sections: • Table of Contents • Introduction • Summary of Impacts and Mitigation Measures • Project Description (project objectives, project location, project characteristics, scope of project, and required approvals) • Environmental Analysis for each identified issue area - Environmental Setting - Regulatory Framework (applicable federal, State, and local plans, policies, and standards) - Environmental Impacts (short-term, long-term, direct, and indirect impacts, as well as cumulative impacts) - Policies that reduce potential impacts - Mitigation Measures (for potentially significant environmental issues) • Project Alternatives • CEQA Required Conclusions (including growth-inducing, significant unavoidable, and significant irreversible environmental impacts) • Organizations and Persons Consulted/List of EIR Preparers • References • Technical Appendices (including all studies, detailed data, NOP, and NOP comments) The list of environmental issue areas outlined below is based on preliminary information, as well as our intimate knowledge of environmental issues that face South San Francisco. The D&B team intends to rely upon the information provided in all previously-prepared environmental documents to the maximum extent practicable for all environmental issues areas addressed in the Program EIR. Key topics of environmental analysis will include: -24- D Y E T T& B H AT I A Scope o f Work for EI Camino Reol/Chestnut Areo Plon L+rban and Regional Ptanners 10 Traffic, Circulation, and Parking (KHA). Assess transportation impacts of the El Camino Real/ Chestnut Area Plan. This analysis will include: a discussion of existing conditions; provide an overview of applicable policies and guidelines regarding traffic and circulation; and analysis of impacts related to incremental growth associated with the El Camino Real/Chestnut Area Plan for all modes of traffic including automobiles, transit, bicyclists, pedestrians, and parking. The transportation analysis will build upon previous environmental documents prepared for the area. It will study up to fifteen (15) intersections using available traffic counts from previous reports for the AM and PM peak hours (El Camino Corridor Redevelopment Plan Amendment and TOD Village EIRs). No new traffic data collection is included in this scope. New traffic counts (AM and PM peak periods) can be conducted as an optional task. Intersection analysis will be conducted using the operations method of the 2000 Highway Capacity Manual and TRAFFIX software. Existing signal timing plans will be requested from the City and Caltrans. The traffic study will include the following: - A synopsis of the Existing Condition report prepared in 2008; - An analysis of 2030 with Existing General Plan (the No Project Alternative). This analysis will use plots of forecasted traffic from the San Mateo City/County Asso- ciation of Governments (C/CAG) travel demand forecasting model to derive growth factors. Growth factors will be applied to existing traffic volumes at the study intersections to reflect 2030 No Project volumes. This scenario will include any planned and programmed transportation improvements. - An analysis of 2030 with El Camino Real/ Chestnut Area Plan (Project Alternative). All areas outside of the plan area will remain consistent with C/CAG land use as- sumptions. This analysis will forecast changes in existing travel patterns with the extension of Oak Avenue to El Camino Real. KHA will prepare a trip generation analysis of the land uses allowed under the General Plan and the preferred land use alternative applying appropriate trip reductions from the City's TDM Program and the mixed-use nature of future development under the El Camino Real/ Chestnut Area Plan. The incremental difference in traffic between the General Plan land uses and the preferred alternative of the Area Plan will be assigned to the 2030 No Pro- ject scenario traffic volumes to represent Project conditions. - The traffic analysis will produce AM and PM peak hour average stopped delay and level of service for the study intersections. Level of service will be compared to standards of significance to identify potentially significant impacts. Signalization warrants (PM peak hour) will be applied to unsignalized intersections. For signifi- cantly impacted intersections, KHA will identify feasible physical mitigation meas- ures and/or further Transportation Demand Management measures to mitigate impacts. - KHA will conduct a qualitative impact assessment of pedestrian, bicycle, and transit modes of transportation emphasizing adequate facilities for new development to access transportation facilities and other services. KHA will also summarize the parking supply and demand analysis and identify potentially significant impacts re- lated to parking for the Project. -25- D Y E T T & B H AT I A Scope of Work for EI Camino Real/Chestnut Area Plan Ur~,;zr± and Reeionat Pla~tners ' 1 • Aesthetics and Visual Resources (D&B). Assess visual resource and aesthetic impacts of the El Camino Real/Chestnut Area Plan. The assessment will include: a discussion of existing visual resources; an overview of applicable policies and guidelines regarding visual resources; discussion of the methods, terms, and thresholds for significance; po- tential aesthetic and visual character changes that may result from implementation of __ _ - - the El Camino-Real/Chestnut-Area-Plan;-and-potential-increased light or glare that-may result .from implementation of the El Camino Real/Chestnut Area Plan. Any identified mitigation measures will be integrated into the El Camino Real/Chestnut Area Plan as policies, except where infeasible. • Land Use and Housing (D&B). Assess land use and housing impacts of the El Camino Real/Chestnut Area Plan. Land use and housing changes, which impact population and employment growth, are the direct or indirect basis for many of the physical environ- mental impacts analyzed in an EIR, as well as the basis for some socioeconomic areas of analysis, such as housing demand and jobs/housing balance. This section will establish the scope of geographic impact for both direct and indirect impacts. Baseline housing information may include the number of households in the area and citywide, the average number of persons per household, and key housing characteris- tics. Analysis will consider potential changes in land uses that could divide established communities, displace existing housing or population therefore requiring the construc- tion of replacement housing elsewhere, or conflict with existing plans. Any identified mitigation measures will be integrated into the El Camino Real/Chestnut Area Plan as policies, except where infeasible. Impacts due to population and employment growth will be further evaluated in CEQA Required Conclusions: Growth Inducing impacts. • Parks and Recreation (D&B). Assess potential impacts to parks and recreation as a re- sult of the implementation of the El Camino Real/Chestnut Area Plan. Evaluate how the ratio of population to recreation space and facilities may change as a result of the El Camino Real/Chestnut Area Plan, using established General Plan standards, and whether those changes could result in environmental impacts. Emphasis on increased trail use for instance, while beneficial to recreation, could have adverse side effects such as erosion and water quality impacts. Any identified mitigation measures will be inte- grated into the El Camino Real/Chestnut Area Plan as policies, except where infeasible. • Noise (CS&A). Assess the potential for increased exposure to noise or vibration as a re- sult of the implementation of the El Camino Real/Chestnut Area Plan, over the short term and long term. Develop future noise contours based on traffic data prepared by KHA for the EIR. Describe the types of noise sources that would be associated with de- velopment under the El Camino Real/Chestnut Area Plan, determine if any noise in- creases from the existing condition would be noticeable, and qualitatively discuss over- all noise impacts. Any identified mitigation measures will be integrated into the El Camino Real/Chestnut Area Plan as policies, except where infeasible. • Biological Resources (D&B). Assess the potential for impacts to special status species and potential conflict with local policies and ordinances, as a result of the El Camino Real/Chestnut Area Plan. Provide a description of existing conditions and regulatory -26- D Y E T T& B H AT I A Scope o f Work for EI Camino ReaUChestnut Area Plnn l7rban and Regions! Planners 12 framework. Any identified mitigation measures will be integrated into the El Camino Real/Chestnut Area Plan as policies, except where infeasible. Hazardous Materials and Toxics (D&B). Assess potential impacts related to hazard- ous materials and toxics as a result of implementation of the El Camino Real/Chestnut Area Plan. The assessment_will discuss existing conditions; provide an overview of ap- plicable policies and guidelines; and discuss and evaluate potential impacts of imple- mentation of the El Camino Real/Chestnut Area Plan, including: impacts on general public health and safety; the potential for new development or redevelopment to result in areas where there are public safety issues or hazardous materials; potential safety hazards related to nearby airport or airstrip; and potential conflicts with emergency re- sponse plan or emergency evacuation plan. In the event that the Plan or the regulatory requirements might result in a potential adverse environmental risk, identify mitiga- tion measures to reduce potential health and safety impacts to less than significant lev- els. Any identified mitigation measures will be integrated into the El Camino Real/Chestnut Area Plan as policies, except where infeasible. Hydrology and Flooding (D&B). Assess potential impacts related to hydrology and flooding as a result of implementation of the El Camino Real/Chestnut Area Plan. Pro- vide adescription of existing conditions and regulatory framework, in particular NPDES permitting requirements and Regional Water Quality Control Board require- ments. Assess whether EI Camino Real/Chestnut Area Plan implementation would po- tentially: violate water quality standards or waste discharge requirements; deplete or in- terfere substantially with groundwater, alter drainage patterns or cause erosion or silta- tion effects; increase polluted runoff or exceed drainage system capacity; or result in flood or tsunami hazard. Any identified mitigation measures will be integrated into the EI Camino Real/Chestnut Area Plan as policies, except where infeasible. Geology, Soils, and Seismicity (D&B). Assess the potential for increased exposure to seismic or geologic hazards as a result of the implementation of the El Camino Real/Chestnut Area Plan. Characterize the general nature of the geological hazards and conditions, relevant regulations, and discuss how these issues may be affected by devel- opment at El Camino Real/Chestnut Area Plan buildout. Public Services and Utilities (D&B; KHA). Assess potential impacts to public services and utilities as a result of the implementation of the El Camino Real/Chestnut Area Plan. Existing facilities and levels of service for each of the following systems and serv- ices will be inventoried, along with potential changes in demand as a result of the El Camino Real/Chestnut Area Plan: police protection, fire protection, water supply, wastewater, solid waste, electric and gas utilities, and schools. Regulatory issues that are pertinent to these services will be described. Information will be summarized from the City's existing documents and supplemented as necessary through discussions with service providers to describe the existing conditions and levels of service. The informa- tion solicited from service providers will include current levels of demand and supply, any standards (including level of service standards) that the provider may use to project future demand, and planned physical improvements to the service systems. Any addi- tional infrastructure needed to accommodate the El Camino Real/Chestnut Area Plan will be identified. Any identified mitigation measures will be integrated into the E1 Camino Real/Chestnut Area Plan as policies, except where infeasible. _2~_ DY E T T ~; B H AT I A Scope o f Work for El Camino Reol/Chestnut Area Plan Urb:.n and R.egienal Planners 13 For water supply, because the number of housing units projected exceeds 500 units, a water supply assessment pursuant to State Bill 610 is needed. However, an existing ur- ban water supply management plan can suffice, and D&B will use the 2006 Urban Wa- ter Management Plan (UWMP) developed by California Water Service Company, and ensure that adequate water supply is available to meet supply needs associated with the El Camino-Real/Chestnut-Area Plan: This scope assumes -that- adequate water-supply is -- currently available through and shown in California Water Service Company's UWMP, and does not include evaluation of current and future sources of water, their antici- pated sufficiency, or environmental impacts associated with additional draw from these sources. Air Quality (D&B). Assess potential impacts to air quality as a result of the implemen- tation of the El Camino Real/Chestnut Area Plan. Describe the types of emissions sources that would be associated with development under the El Camino Real/Chestnut Area Plan. Assess the consistency of the El Camino Real/Chestnut Area Plan with the regional Clean Air Plan with reference to population and employment forecasts as well as trends in vehicle miles traveled (VMT). Qualitatively assess the ca- pability of policies in the El Camino Real/Chestnut Area Plan to limit expose of sensi- tive receptors to substantial pollutant concentrations and prevent exposure of persons to substantial sources of construction dust, toxic air contaminants or odorous emis- sions. Thresholds of significance will be discussed and defined, based on BAAQMD standards. Any identified mitigation measures will be integrated into the El Camino Real/Chestnut Area Plan as policies, except where infeasible. Energy (D&B). Describe the types of energy that would be consumed by development under the El Camino Real/Chestnut Area Plan. Identify applicable state and local goals, policies and standards related to energy conservation, and assess the consistency of the El Camino Real/Chestnut Area Plan with state and national energy goals and pro- grams. Estimate the per capita energy that would be consumed under El Camino Real/Chestnut Area Plan, including increase in consumption of electricity and natural gas based on population growth, and the increase in the projected transportation en- ergy use. Proposed fuel efficiency measures will be considered. Any identified mitiga- tion measures will be integrated into the El Camino Real/Chestnut Area Plan as poli- cies, except where infeasible. Climate Change (D&B). Assess potential impacts to greenhouse gas emissions and climate change as a result of the implementation of the El Camino Real/Chestnut Area Plan. Taken by themselves, the greenhouse gas (GHG) emissions associated with the El Camino Real/Chestnut Area Plan will not induce climate change. Accordingly, by itself, the El Camino Real/Chestnut Area Plan will not have a significant effect on climate. However, the basic character of climate change is as a cumulative impact. Therefore, D&B will analyze impacts associated with GHG emissions from the El Camino Real/Chestnut Area Plan as contributions to the impact associated with cumulative global emissions. We will discuss the current state of GHG emissions, based on avail- able information from the California Energy Commission, Climate Action Team, and other sources. This section will include a description of existing emissions and the relevant regulatory setting. D&B will develop GHG emissions estimates and projections for the existing _28_ DY E T T & B H AT I A Scope o f Work for EI Camino Real/Chestnut Area Plan Urban and R.eg~onai Planners f 4 condition, a No Project condition, a 2030 business-as-usual future condition, and a 2030 with State Mandates future condition. These estimates will be based on a combi- nation of residential, commercial/ industrial, transportation, and waste emissions. D&B will recommend mitigation measures to reduce the contribution to GHG emissions, suitable for incorporation into the El Camino Real/Chestnut Area Plan as policies. • Alternatives (D&B; Team). Up to three (3) program alternatives, including the No Project Alternative, will be analyzed in the DEIR. These alternatives will be developed and analyzed at a level of detail allowing comparison with the proposed El Camino Real/Chestnut Area Plan, but not at an equal level of detail to the proposed project. The EIR will also discuss those alternatives to the project that were considered for analysis, but rejected, and the reasons for rejection. The alternative analysis will identify all al- ternatives considered, including those suggested in public and agency comment during the scoping process. Each alternative will be evaluated in terms of the issue areas de- scribed above, with differences in impacts between the alternatives and the proposed El Camino Real/Chestnut Area Plan highlighted. The analysis of alternatives includes a quantitative comparison of daily, AM and PM peak hour trip generation and a qualita- tive assessment of whether the alternatives would result in less than, greater than, or equal impacts of the Project. D. Prepare Public Review Draft EIR/Notice of Completion (D&B). Following receipt of the City's comments on the administrative draft EIR, D&B will meet with City staff to review all final comments and determine an approach to final changes. Following this meeting, D&B will prepare the draft EIR, incorporating changes in response to the City's comments. D&B will also prepare the Notice of Completion for transmittal to the State Clearinghouse with the Public Review Draft EIR. D&B will prepare and submit one copy of a screencheck draft EIR for fatal flaw review by City staff. Following any final changes, D&B will produce the distribution Draft EIR, and provide the City with one hard copy. D&B will also provide the City with a CD with full electronic files. Additionally, D&B will provide fifteen (15) CDs with PDF files, and the Notice of Completion to the State Clearinghouse. Meeting: scoping Meeting Product: Draft EIR TASK 7: pUB~LI~ REYIEW; FIINAL EIR (APTl4NAL) Objective: Participate in public hearings, and prepare the Final EIR. A. Adoption Hearings (D&B). Planning Commission and City Council must consider adoption of the new Area Plan in public hearings and certify the environmental document following the public review period. We will closely coordinate with City staff prior to the hearings to ensure that our presentations respond to specific questions and issues likely to be encountered during the hearings. Our budget includes attendance at one Planning Commission and one City Council hearing. -29- D 1' E T T& B H AT I A Scope o f Work for Et Camino Real/Chestnut Area Plan Urban and Regional ?tanners 15 B. Prepare Final EIR (Optional; D&B/KHA). A Final EIR will be prepared for the Area Plan. It will contain a list of commentators, comment letters, and responses to comments on the Draft EIR. Any changes to the Draft EIR text will be marked with strikeout/underline formatting to show revisions in response to comments until the Final EIR is adopted with the certified language. __ Responses that are within this proposal's scope of work and budget consist of explanations, elaborations, or clarifications of the data contained in the Draft EIR. If new analysis, issues, alternatives, or substantial project changes need to be addressed, or if the effort exceeds the budgeted amount because of the number or complexity of responses, a contract amendment may be required. C. Prepare Mitigation Monitoring and Reporting Program (Optional, and only if needed; D&B). To the extent any mitigations are appropriate, we will attempt to identify additional General Plan policies that will serve as mitigation, to avoid the need for added-on mitigation. Thus, it is highly unlikely that additional mitigation or a Mitigation Monitoring and Reporting Program, as required under Section 21081.6 of the California Public Resources Code, will be needed. If this is deemed necessary, D&B will provide a scope and budget to the City for this optional task. D. Findings of Fact and Statement of Overriding Considerations (Optional; D8rB). We assume that City staff will prepare these. D&B can provide this as an optional task if so desired. Meetings: Planning Commission Hearings (2) City Council Heating Product: Final EIR (optional) TASK 8: A®OPTE® ~LP-hl ~ ~C~tsltt~G REGl1LAT1®id5 (A1'TtC~P~lAL} Objective: Based on the direction from the Planning Commission and City Council, and any final amendments required by the response to comments on the EIR, prepare the Final Area Plan. A. Prepare Adopted Area Plan (D8rB). Following adoption, we will prepare a final version of the Area Plan in ahigh-quality, easy-to-read format. It also will be put in a form suitable for posting on the City's Website. The final product will also include large scale, colored display maps. B. Prepare Adopted Zoning Code Amendments (D&B). Prepare the final document based on City direction. Products: Adopted Area Plan Adopted Zoning Code Amendments -30- D Y E T T& B H AT I A Scope o f Work for EI Camino Real/Chestnut Area Plan Urban ar.d R.egionaf Planners I6 PRQDUCTS Our work program envisions preparation of the following products: Preferred Plan Draft Area Plan Draft Zoning Code Amendment (optional) Draft Environmental Impact Report (EIR; optional) Final EIR (optional) Adopted Area Plan Adopted Zoning Code Amendments (optional) MEETIt~QS Following are meetings included in the Scope of Work (excluding working meetings with City staff); additional meetings will be considered extra services: Community Workshops (1) EIR Scoping Meeting (1; optional) PC/CC Subcommittee (2; 1 optional with Zoning Ordinance) Planning Commission/City Council Meetings/Hearings (3) REP(aRT PRINTING A budget of $5,000 is identified for report printing and an additional $5,000 is provided with the optional zoning and EIR tasks. This budget would provide the City with several copies of draft and public review documents, as well as final print documents. The number of copies would depend on the size of documents and the amount of color in each document. -31- D Y E T T& B H AT I A Scope o f Work for EI Camino Reol/Chestnut Areo Plon Urban and Regional Planners 17 Budget We propose a base budget of $291,741. This includes all items in the scope of work and all members of the consultant team,. and includes all personnel and direct costs, and an allowance -- _.__ - _ .- - of $5,000 for report printing: Three--optional -tasks (zoning, Draft EIR, and Final EIR) are a so shown, for a cost of $164,277, including a printing allowance of $5,000. The total cost for base and all optional tasks is $451,018). Budget for EI Camino Real/Chestnut Specific Plan Base Tasks k 1 T Task 2 7osk 3 7ask 6 7osk 7 PUBLIC MEETINGS as Planning Community Commission/ keview and Preferred Crafi Area Public Adopted Workshop Subcommittee City Council Startu Plan Plan Review Plan Sub-total (1) Meetin s (3) (3) Sub-total TOTAL Dyett &Bhatia $ 12,000 $ 75,000 80,320 $ $ 5,00.0 $ 10,000 $ 182,320 $ 7,000 $ 9,000 $ 6,000 $12,000 $204,320 Field Paoli - 18,100 _ 17,500 - - 35,600 - 1,000 1,000 __ _ 2,000 37,600 - Kimley Horn Associates _ - 26,021 - 26,021 _ - - - - - - 26,021 -- 800 18 Keyser Marston Associates - 9,400 9,400 - - !8,800 - - , Charles Salter Associates - - - - - - - - - - - 5,000 Re ott Printin TA~'AI_ - 12,000 - 102,500 133,241 5,000 10,000 262,741 7,000 10,000 7,000 24,000 291,741 Optional Tasks 7ask 4 7ask S Task b __ Zoning Draft EIR Finol EIR TOTAL Dyett &Bhatia $ 22,000 $ 76,000 $ 15,000 S 113,000 Field Paoli - - - -.._.. . .-. Kimley Horn Associates - 33.937 3,840 37,777 _. Keyser Marston Associates - - - Charles Salter Associates - 8,500 - 8,500 Re ort Printin - - - 5,000 TOTAL 22,000 1 18,437 18,840 164,277 Total Base and Optional Tasks _. TOTAL Dyett &Bhatia $317,320 ___ Field Paoli 37,600 _._. _ ____-._ Kimley Horn Associates _63,798 Keyser Marston Associates _ _ 18,800 _ _.... Charles Salter Associates 8,500 Re orc Printin 5,000 TOTAL 451,01.8 -32- D1' E T T & B HAT I A Scope o f Work for EI Camino Real/Chestnut Area Plon Urban and P.egional Planner<_ I8 Hourly Rates DYETT & BHATIA BILLING RATES Effective January I, 2009 Title Hourly Rate Principal 200 Associate Principal/Director 180 Senior Associate 125 Graphics Manager 105 Associate 105 GIS Specialist 100 Planner 95 Senior Graphic Designer 90 Graphic Designer 75 Admin Support 65 Direct Charges Maps, graphics, reproduction, local travel, out-of-town travel and subsis- tence, and miscellaneous costs; billed at cost. Mileage at IRS permitted maximum -33- DI' E T T & B H AT I A Scope o f Work for EI Camino Real/Chestnut Area Plann Urban and Reoicnal Planners 17 Schedule The schedule proposed is presented below. Milestones and key products and meetings are shown. We propose approximately five months to preparing the public review draft of the Area Plan=-this is a tight schedule, and will .require commitment of all parties to achieve- consultants to provide drafts on time, staff to quickly turn around reviews, and decision- makers to provide direction, where needed, in a timely manner. Were the City opt to prepare the EIR, the Draft EIR will be completed June end. Proposed Schedule EI Ca~rrina Real/Chestr~ut Averrue Ares Plnr1 ] 1 /19/09 Jan Feb Mar Apr - May - - June _ July Aug Sept: 2010 _ - ---- --- ----------- ' i ( i t Task 1 - ~ i Review and Start-Up _ i , i i I ~'~! i ! Task 2 ~~ ! ! j Preferred flan ~ ~ - - ~w ~ j ! ` Admin Dratt ~ ~ Draft! Plan . ' ! Task 3 ~~ ~ _ ~ I Area Plan l ~- - _ - ~ i f I i i-Adiin - --__ DratF -Draft I Zoning Zoning I ~------ Task 9 ~ j I-_ ~' ~ _.J ~~s~l ~ I Toning (Optional) I ! 55oping ~ Drak Public NOP Meeting I I EIK Review I I Task 5 -- `- llraft Environmental ~i~ r _ - _ _ __ ~~ .: I_-- ~t~~ l I ~ ~ i IZevle~~~ (Optional) ~ j I I ! Final! ~ i ! EIR - f I ! / ' ` I Task l~ ! i 1 F[~n 1'uhlic Review and. i ~ ~ ' L_ ~1 __ -\---I ' i i I - Final (Optional) Final EIR j ~ ! I Area i j j ~ ilan Task 7 I I ( ~~._- j j '~- Adopted Plan i ~ ~ r-x -_, ?Consultant Effort Ltterim Product !~ Ginol Products ____ ~.. PC/Ci~ Subcommittee '~'~ Community ~ Publii. Hearing itileeting ~" Workshops -34- ~o ,,,.,.. ~ p °~x S~ ~ Redevelo ment Agency o Sta Re ort c tiA '~LIFOR~ RDA A GENDA ITEM # 5 DATE: January 13,.2010 TO: Redevelopment Agency Board FROM: Marty Van Duyn, Assistant Executive Director SUBJECT: RESOLUTION APPROVING A LOAN FOR THE EXPANSION OF BUON GUSTO RISTORANTE IN AN AMOUNT NOT TO EXCEED $650,000 AND AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE THE LOAN DOCUMENTS RECONIlVIENDATION It is recommended that the Redevelopment Agency Board adopt the attached Resolution approving a loan for the expansion of Buon Gusto Ristorante in an amount not to exceed $650,000 and authorizing the Executive Director to execute the loan documents. BACKGROUND/DISCUSSION On August 26, 2009, the Redevelopment Agency Board approved a $650,000 loan to Ristorante Buon Gusto to expand the restaurant into available space in the Giffra building. The expansion would provide Buon Gusto with twice the seating capacity, a full service bar, new state of the art kitchen, and disabled accessible restrooms. The Agency originally proposed to secure the loan against leasehold improvements. However, this is impossible due to the presence of multiple occupants in both of the buildings the restaurant occupies. The City Attorney, therefore, recommends modifying the security for the loan into a personal loan guaranteed by the restaurant owners and Ristorante Buon Gusto, Inc. Because the loan security is substantially different from what the Board approved in August 2009, the Board is being asked to reauthorize the loan. The loan documents are now structured such that if Buon Gusto were to default on the loan, the Agency would be able to seek recovery of funds from both the principle owners and the restaurant corporation. Furthermore, to protect its interest, the Agency will file documents with the State of California informing any entity extending credit to the restaurant or the restaurant owners that the Agency is first in line for recovering funds from any personal property assets owned by the restaurant or in use at the restaurant site. The loan previously approved by the Agency Board had a simple interest rate of 4% and a 35- year amortization term with monthly payments of $2,878. To further reduce the Board's concerns about the safety of the loan, the revised loan proposes a 25-year term with payments increasing every five years as outlined below: Staff Report Subject: Loan of $650,000 for Expansion of Buon Gusto Ristorante Page 2 Year Monthly Payment 0-5 $2,878.04 6-10 $3,215.25 11-15 $3,559.02 15-20 $3,904.67 21-25 $4,253.95 The step payments give the restaurant a manageable payment schedule with smaller payments in the early years and higher monthly payments in the later years as the business grows. Based on this accelerated payment schedule, it will take 16.5 years for the Agency to recover its initial investment of $650,000. The remaining 8.5 years will yield $421,553 in earnings. The previously approved loan documents will be modified to reflect the new payment schedule and the new Security Agreement to be filed with the State of California. From the Redevelopment Agency's perspective, this loan not only helps a successful business grow, it also eliminates a blighted commercial space. Buon Gusto's improvements will enhance an unattractive, underutilized commercial space that would not be improved without the Agency's participation. The eastern end of Grand Avenue has become a vibrant restaurant district and this improvement will add to that success. Irrespective of tenant, the building and tenant improvements will provide attractive market value. Based on its financial documents, Buon Gusto has demonstrated solid revenue over the years and the expansion will give the restaurant the opportunity to expand its menu and bar services. The menu and service enhancements will improve the restaurant's ability to entice its loyal customers to visit more often as well as attract new customers. FUNDING Redevelopment Agency funds have been set aside in the current year's CIP budget for this remodel which has been anticipated for several months. The funding was originally approved by the Agency Board in August of 2009. The item was brought back to the Agency Board to approve the new security for the loan. Originally proposed to be secured against leasehold improvements this action modifies security for the loan into a personal loan guaranteed by the restaurant owners and Ristorante Buon Gusto, Inc. CONCLUSION This project is in keeping with the Downtown Revitalization Strategy the Agency Board approved earlier this year to improve the economic vitality and enhance the character of the district. The expansion of this restaurant compliments other improvements in the Historic Downtown District, including Bronstein's Music and Di Napoli, and preserves a building with historic character. Staff Report Subject: Loan of $650,000 for Expansion of Buon Gusto Ristorante Page 3 Staff recommends that the Redevelopment Agency Board adopt the attached Resolution approving a loan for the expansion of Buon Gusto Ristorante in an amount not to exceed $650,000 and authorizing the Executive Director to execute the loan documents. r y Marty Van Duyn Assistant Execu ~ e Director BMN:MVD:AS Approved: ~ ~ ~ ~ Barry M. Nagel Executive Director Attachment: Resolution RESOLUTION NO REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION APPROVING THE EXECUTION OF AN OWNER PARTICIPATION AND LOAN AGREEMENT WITH_BUON GUSTO RISTORANTE, APPROVING THE PROVISION OF A LOAN FOR THE REHABILITATION OF THE PROPERTY LOCATED AT 222-224 GRAND AVENUE, AND AUTHORIZING THE EXECUTION OF DOCUMENTS IN CONNECTION WITH SUCH FINANCING WHEREAS, the Redevelopment Agency of the City of South San Francisco ("Agency") is a redevelopment agency existing pursuant to the Community Redevelopment Law, California Health and Safety Code Section 33000, et seq. (the "CRL"), and pursuant to the authority granted thereunder, has the responsibility to carry out the Redevelopment Plan (the "Redevelopment Plan") for the Downtown/Central Redevelopment Project Area (the "Project Area"); WHEREAS, the Agency operates a commercial rehabilitation loan program pursuant to which the Agency provides financing for the rehabilitation of buildings located within the Project Area; WHEREAS, Ristorante Buon Gusto, a California corporation ("Borrower") leases the property located in the Project Area at 222-224 Grand Avenue, and known as San Mateo County Assessor's Parcel No. 012-315-120 (the "Property"), and Borrower has applied to Agency for financing in order to rehabilitate and improve the Property (the "Project"); WHEREAS, the Project will be of benefit to the Project Area because it will improve the streetscape appearance of the Property, permit Borrower to expand Borrower's restaurant, and provide increased job and economic development opportunities; WHEREAS, the terms and conditions for the rehabilitation of the Property and the financing of the Project are more particularly described in a proposed Owner Participation and Loan Agreement (the "OPA") between Agency and Borrower, copies of which have been provided to the Agency; WHEREAS, the proposed Agency financing for the Project includes a loan in the amount of Six Hundred Fifty Thousand Dollars ($650,000) (the "Loan"); WHEREAS, the Project would be infeasible without the Loan; and 1246558-1 WHEREAS, Borrower and Agency staff have negotiated the terms and conditions of (i) a Secured Promissory Note (the "Note") to be executed by Borrower and its principals and that provides for repayment of the Loan over atwenty-five (25) year term; and (ii) a Security Agreement (the "Security Agreement") pursuant to which the Agency will be provided a security interest in Borrower's personal property used in connection with the operation of the restaurant on the Property to secure repayment of the Loan. NOW,. THEREFORE; _BE IT RESOLVED by the Redevelopment Agency of the City of South San Francisco that it hereby: 1. Finds that the rehabilitation of the Property in accordance with the OPA and the provision of the Loan for the Project will be of benefit to the Project Area, will further the goals of the Redevelopment Plan, and will be consistent with the implementation plan adopted in connection therewith. 2. Approves the provision of the Loan pursuant to the terms and conditions set forth in the OPA. 3. Approves the OPA, the Note, and the Security Agreement and authorizes the Executive Director or his designee to execute and deliver the OPA and the Security Agreement substantially in the form on file with the Agency Secretary. 4. Authorizes the Executive Director or his designee to execute and deliver such other instruments and to take such other actions as necessary to carry out the intent of this Resolution, including without limitation the filing of instruments with the California Secretary of State in order to perfect the Agency's interest in Borrower's personal property. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Redevelopment Agency of the City of South San Francisco at a meeting held on the day of , 2010 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: Agency Secretary ]246558-1 2